Common use of Regulation S Clause in Contracts

Regulation S. If such Creditor is not a U.S. Person, such Creditor (i) acknowledges that the certificate(s) representing or evidencing the Shares contain a customary restrictive legend restricting the offer, sale or transfer of any Shares except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (ii) agrees that all offers and sales by such Creditor of Shares shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the Shares was made to such Creditor outside of the United States, and such Creditor was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase Shares in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(k) and 902(d), respectively, of Regulation S), (vi) has purchased the Shares for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Shares specified on signature pages hereto opposite its name and has not pre-arranged any sale with an investor in the United States, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor understands that the statutory basis for the exemption claimed for the sale of the Shares would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor has completed and executed the Creditor Questionnaire attached as Exhibit B to this Agreement.

Regulation S. If such Creditor Investor is not a U.S. Person, such Creditor Investor (i) acknowledges that the certificate(s) representing or evidencing the Shares contain a customary restrictive legend restricting the offer, sale or transfer of any Shares except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (ii) agrees that all offers and sales by such Creditor Investor of Shares shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the Shares was made to such Creditor Investor outside of the United States, and such Creditor Investor was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase Shares in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(k) and 902(d), respectively, of Regulation S), (vi) has purchased the Shares for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Shares specified on signature pages hereto opposite its his name and has not pre-arranged any sale with an investor Investor in the United States, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor Investor understands that the statutory basis for the exemption claimed for the sale of the Shares would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor has completed and executed the Creditor Questionnaire attached as Exhibit B to this Agreement.

Regulation S. If such Creditor Investor is not a U.S. PersonPerson (as such term is defined in Section 902(a) of Regulation S), such Creditor Investor (i) acknowledges that the certificate(s) representing or evidencing the Shares Securities contain a customary restrictive legend restricting the offer, sale or transfer of any Shares Securities except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (ii) agrees that all offers and sales by such Creditor Investor of Shares Securities shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the Shares Securities was made to such Creditor Investor outside of the United States, and such Creditor Investor was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase Shares Securities in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(kSection 902(a) and 902(d902(c), respectively, of Regulation S), (vi) has purchased the Shares Securities for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Shares specified on signature pages hereto opposite its name and has not pre-arranged any sale with an investor a purchaser in the United States, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor Investor understands that the statutory basis for the exemption claimed for the sale of the Shares Securities would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor The Company acknowledges and agrees that no Investor has completed and executed made or makes any representations or warranties with respect to the Creditor Questionnaire attached as Exhibit B to transactions contemplated hereby other than those specifically set forth in this AgreementSection 3.2.

Regulation S. If such Creditor is not a U.S. Person, such Creditor (i) acknowledges that the certificate(s) representing or evidencing the Shares contain a customary restrictive legend restricting the offer, sale or transfer of any Shares except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (ii) agrees that all offers and sales by such Creditor of Shares shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the Shares was made to such Creditor outside of the United States, and such Creditor was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase Shares in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(k) and 902(d), respectively, of Regulation S), (vi) has purchased the Shares for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Shares specified on signature pages hereto opposite its name and has not pre-arranged any sale with an investor in the United States, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor understands that the statutory basis for the exemption claimed for the sale of the Shares would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor has completed and executed the Creditor Questionnaire Regulation S Representation Letter attached as Exhibit B A to this Agreement.

Regulation S. If such Creditor is not a U.S. Person, such Creditor Transferor (i) acknowledges that the certificate(s) representing or evidencing the CNIT Shares contain a customary restrictive legend restricting the offer, sale or transfer of any CNIT Shares except in accordance with the provisions of Regulation S under the Securities Act (“Regulation S”), pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (ii) agrees that all offers and sales by such Creditor Transferor of the CNIT Shares shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the CNIT Shares was made to such Creditor Transferor outside of the United States, and such Creditor Transferor was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase the CNIT Shares in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(k) and 902(d), respectively, of Regulation S), (vi) has purchased the CNIT Shares for its own account and not for the account or benefit of any U.S. PersonPerson (as such term is defined in Rule 902(k) of Regulation S), (vii) is the sole beneficial owner of the CNIT Shares specified on signature pages hereto opposite its name and has not pre-arranged any sale with an investor in the United States, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor Transferor understands that the statutory basis for the exemption claimed for the sale of the CNIT Shares would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor has completed and executed the Creditor Questionnaire attached as Exhibit B to this Agreement.

Regulation S. If such Creditor is not a U.S. PersonWith respect to an Foreign Purchaser, such Creditor the Foreign Purchaser (ia) acknowledges that the certificate(s) representing or evidencing issuance of the Shares contain a customary restrictive legend restricting Securities to the offer, sale or transfer of any Shares except Foreign Purchaser is being made in accordance with the provisions reliance on Rule 904 of Regulation S, pursuant to registration S under the Securities Act, or pursuant to an available exemption from registrationand (b) certifies that (i) the Foreign Purchaser’s principal address is outside of the United States of America, (ii) agrees that all offers the Foreign Purchaser is not a “U.S. Person” as such term is defined and sales by such Creditor of Shares shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Actused in Regulation S, (iii) represents that the no offer to purchase acquire the Shares Securities was made to such Creditor outside of the Foreign Purchaser or its representatives inside the United States, States and such Creditor was, (iv) at the time of this Agreement was entered into and the offer and will beSecurities were issued, at the time of the sale and is now, Foreign Purchaser was outside the United States, . The Foreign Purchaser also represents and warrants that (ivA) has not engaged in or directed any unsolicited offers to purchase Shares in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(k) and 902(d), respectively, of Regulation S), (vi) has purchased the Shares for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner issuance of the Shares specified on signature pages hereto opposite its name and has Securities is not pre-arranged any sale with an investor in the United Statesa transaction, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor understands that the statutory basis for the exemption claimed for the sale or part of the Shares would not be present if the salea series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor , and (B) it has completed and executed satisfied itself as to the Creditor Questionnaire attached as Exhibit B full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (w) the legal requirements within its jurisdiction for the purchase of the Securities, (x) any foreign exchange restrictions applicable to such purchase, (y) any government or other consents that may need to be obtained, and (z) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. The Company’s offer and sale and the Foreign Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Foreign Purchaser’s jurisdiction. Terms used herein have the meanings given to them by Regulation S under the Securities Act.

Regulation S. If such Creditor is not a U.S. Person, such Creditor The Investor (i) acknowledges that the certificate(s) representing or evidencing the Shares will contain a customary restrictive legend restricting the offer, sale or transfer of any Shares except in accordance with the provisions of Regulation S of the Securities Act (“Regulation S”), pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (ii) agrees that all offers and sales by such Creditor the Investor of the Shares shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the Shares was made to such Creditor the Investor outside of the United States, and such Creditor the Investor was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase any Shares in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(kSection 902(a) and 902(d902(c), respectively, of Regulation S), (vi) has purchased the Shares for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Shares specified on signature pages hereto opposite its name and has not pre-arranged any sale with an any investor in the United States, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation SS and, specifically, without limitation, each Creditor the Investor understands that the statutory basis for the exemption claimed for the sale of the Shares would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor has completed and executed the Creditor Questionnaire attached as Exhibit B to this Agreement.

Regulation S. If such Creditor Investor is not a U.S. PersonPerson (as such term is defined in Section 902(a) of Regulation S), such Creditor Investor (i) acknowledges that the certificate(s) representing or evidencing the Shares Securities contain a customary restrictive legend restricting the offer, sale or transfer of any Shares Securities except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (ii) agrees that all offers and sales by such Creditor Investor of Shares Securities shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the Shares Securities was made to such Creditor Investor outside of the United States, and such Creditor Investor was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase Shares Securities in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(kSection 902(a) and 902(d902(c), respectively, of Regulation S), (vi) has purchased the Shares Securities for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Shares specified on signature pages hereto Schedule 3.2(j) opposite its his name and has not pre-arranged any sale with an investor a purchaser in the United States, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor Investor understands that the statutory basis for the exemption claimed for the sale of the Shares Securities would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor The Company acknowledges and agrees that no Investor has completed and executed made or makes any representations or warranties with respect to the Creditor Questionnaire attached as Exhibit B to transactions contemplated hereby other than those specifically set forth in this AgreementSection 3.2.

Regulation S. If such Creditor Investor is not a U.S. PersonPerson (as such term is defined in Section 902(a) of Regulation S), such Creditor Investor (i) acknowledges that the certificate(s) representing or evidencing the Shares Securities contain a customary restrictive legend restricting the offer, sale or transfer of any Shares Securities except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (ii) agrees that all offers and sales by such Creditor Investor of Shares the Securities shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the Shares Securities was made to such Creditor Investor outside of the United States, and such Creditor Investor was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase Shares Securities in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(kSection 902(a) and 902(d902(c), respectively, of Regulation S), (vi) has purchased the Shares Securities for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Shares specified on signature pages hereto opposite its name and has not pre-arranged any sale with an investor in the United States, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor Investor understands that the statutory basis for the exemption claimed for the sale of the Shares Securities would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor has completed and executed the Creditor Questionnaire attached as Exhibit B to this Agreement.

Regulation S. If such Creditor Investor is not a U.S. PersonPerson (as such term is defined in Rule 902(k) of Regulation S), such Creditor Investor (i) acknowledges that the certificate(s) representing or evidencing the Shares Securities contain a customary restrictive legend restricting the offer, sale or transfer of any Shares Securities except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (ii) agrees that all offers and sales by such Creditor Investor of Shares Securities shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the Shares Securities was made to such Creditor Investor outside of the United States, and such Creditor Investor was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase Shares Securities in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule Rules 902(k) and 902(d), respectively, of Regulation S), (vi) has purchased the Shares Securities for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Shares specified on signature pages hereto Schedule 3.2(j) opposite its his name and has not pre-arranged any sale with an investor a purchaser in the United States, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor Investor understands that the statutory basis for the exemption claimed for the sale of the Shares Securities would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor The Company acknowledges and agrees that no Investor has completed and executed made or makes any representations or warranties with respect to the Creditor Questionnaire attached as Exhibit B to transactions contemplated hereby other than those specifically set forth in this AgreementSection 3.2.

Regulation S. If such Creditor is not a U.S. Person, such Creditor (i) acknowledges that the certificate(s) representing or evidencing the Shares contain a customary restrictive legend restricting the offer, sale or transfer of any Shares except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (ii) agrees that all offers and sales by such Creditor of Shares shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the Shares was made to such Creditor outside of the United States, and such Creditor was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase Shares in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(k) and 902(d), respectively, of Regulation S), (vi) has purchased the Shares for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Shares specified on signature pages hereto opposite its name and has not pre-arranged any sale with an investor in the United States, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor understands that the statutory basis for the exemption claimed for the sale of the Shares would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor has completed and executed the Creditor Questionnaire Regulation S Representation Letter attached as Exhibit B to this Agreement.

Regulation S. If such Creditor is not a U.S. Person, such Creditor The Shareholder (ia) acknowledges that the certificate(s) representing or evidencing the Shares Parent Stock contain a customary restrictive legend restricting the offer, sale or transfer of any Shares shares of Parent Stock except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (iib) agrees that all offers and sales by such Creditor Shareholder of Shares shares of Parent Stock shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iiic) represents that the offer to purchase the Shares shares of Parent Stock was made to such Creditor Shareholder outside of the United States, and such Creditor Shareholder was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase Shares shares of Parent Stock in the United States, (vd) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(kSection 902(a) and 902(d902(c), respectively, of Regulation S), (vie) has purchased the Shares Parent Stock for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Shares Parent Stock specified on signature pages hereto in the Disclosure Schedule opposite its his name and has not pre-arranged any sale with an investor a purchaser in the United States, and (ixf) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor Shareholder understands that the statutory basis for the exemption claimed for the sale of the Shares Parent Stock would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor has completed and executed the Creditor Questionnaire attached as Exhibit B to this Agreement.

Regulation S. If such Creditor Investor is not a U.S. PersonPerson (as such term is defined in Rule 902(k) of Regulation S), such Creditor Investor (i) acknowledges that the certificate(s) representing or evidencing the Shares Securities contain a customary restrictive legend restricting the offer, sale or transfer of any Shares Securities except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (ii) agrees that all offers and sales by such Creditor Investor of Shares Securities shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the Shares Securities was made to such Creditor Investor outside of the United States, and such Creditor Investor was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase Shares Securities in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(k) and 902(d), respectively, of Regulation S), (vi) has purchased the Shares Securities for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Shares Securities specified on signature pages hereto Exhibit A opposite its his name and has not pre-arranged any sale with an investor a Investor in the United States, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor Investor understands that the statutory basis for the exemption claimed for the sale of the Shares Securities would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor The Company acknowledges and agrees that no Investor has completed and executed made or makes any representations or warranties with respect to the Creditor Questionnaire attached as Exhibit B to transactions contemplated hereby other than those specifically set forth in this AgreementSection 3.2.

Regulation S. If such Creditor Purchaser is not a U.S. PersonPerson (as such term is defined in Section 902(a) of Regulation S), such Creditor Purchaser (i) acknowledges that the certificate(s) representing or evidencing the Shares Securities contain a customary restrictive legend restricting the offer, sale or transfer of any Shares Securities except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, (ii) agrees that all offers and sales by such Creditor Purchaser of Shares Securities shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the Shares Securities was made to such Creditor Purchaser outside of the United States, and such Creditor Purchaser was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to purchase Shares Securities in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule 902(kSection 902(a) and 902(d902(c), respectively, of Regulation S), (vi) has purchased the Shares Securities for its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Shares Securities specified on the Purchaser signature pages page attached hereto opposite its his name and has not pre-arranged any sale with an investor a Purchaser in the United States, and (ix) is familiar with and understands the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor Purchaser understands that the statutory basis for the exemption claimed for the sale of the Shares Securities would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Such Creditor has completed and executed the Creditor Questionnaire attached as Exhibit B to this Agreement.