Common use of Representations by Undersigned Clause in Contracts

Representations by Undersigned. The undersigned represents and warrants to the Company as follows: (a) I have received from the Company, read and understand the provisions of each of the following: (i) the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999; and (ii) the Company's Form 10-QSB Quarterly Report for the quarterly period ended September 30, 1999; and (iii) the Company's Form 10-QSB Quarterly Report for the quarterly period ended December 31, 1999; and (iv) the Company's Form 10-QSB Quarterly Report for the quarterly period ended March 31, 2000; and (v) the Company's Form SB-2 Registration Statement filed with the Commission on April 18, 2000(File No. 333-35070); and (vi) the term sheet for this Offering dated June 5, 2000; and (vii) the Risk Factors section incorporated by reference herein in Section 3(i) hereof. I understand that all of the foregoing together with this Subscription Agreement shall be referred to herein as "Offering Materials". (b) I have relied only upon the information presented and contained in the Offering Materials. I have had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Units offered by the Offering Materials and have received answers which I consider to be reasonably responsive to such questions. I have had the opportunity to verify the accuracy of the information contained in the Offering Materials. (c) I understand that I am subscribing for Units without being furnished any literature or prospectus in connection with the Offering other than the Offering Materials, and that the Offering of Units presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of my residence. (d) I understand (i) that the Common Stock has not been registered under the Act or registered or qualified under the securities laws of the state of my residence, (ii) that I have no right to require such registration or qualification, and (iii) that therefore I must bear the economic risk of the investment for an indefinite period of time because the Common Stock may not be sold unless so registered or qualified or unless an exemption from such registration and qualification is available. Although the Company has agreed to use its best efforts to register for resale the Common Stock under the Act, and to use its best efforts to keep such registration statement current and effective, there can be no assurance that such efforts will be successful. In any such event, the Common Stock would not be registered for resale by the undersigned under the Act, and could only be sold by the undersigned in reliance upon exemptions from registration under the Act, or in accordance with Regulation S. (e) The Units are being purchased for my own account for investment purposes only and not for the interest of any other person and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Although the Common Stock is currently traded on the OTC Bulletin Board under the symbol USTT, I also understand that there may not be any established public trading market for the sale of such securities. (f) I am able to bear the economic risks related to purchase of the Unit(s) for an indefinite period of time (i.e., I am able to afford a complete loss of the Unit(s) I am subscribing to purchase). (g) My overall commitment to investments which are not readily marketable is not disproportionate to my net worth and my investment in the Company will not cause such overall commitment to become excessive. (h) I have adequate means of providing for my current needs and possible personal contingencies. I have no need for liquidity of the Unit(s) subscribed to be purchased hereby and have no reason to anticipate any change in my personal circumstances, financial or otherwise, which might cause or require any sale or distribution of such Unit(s) subscribed to be purchased. (i) I recognize that the purchase of the Unit(s) involves a high degree of risk including those special risks set forth under the caption "Risk Factors" in the Form SB-2 Registration Statement of the Company filed with the Commission on April 18, 2000 (No. 333-35070) all of which are incorporated herein by reference. (j) I understand that my right to transfer the Common Stock will be restricted as set forth on the stock certificates. Such restrictions include provisions against transfer unless such transfer is not in violation of the Act, or applicable state securities laws (including investor suitability standards). (k) All information which I have provided to the Company including, but not limited to, my Social Security or tax identification number, my financial position, and status as an accredited investor, and my knowledge of financial and business matters is true, correct and complete as of the date of execution of this Subscription Agreement. I undertake to provide promptly to the Company written notice of any material changes in my financial position or otherwise and such information will be true, correct and complete as of the date given. I understand that the Company will rely in a material degree upon the representations contained herein. (l) The undersigned maintains a domicile or business at the address shown on the signature page of this Subscription Agreement, at which address the undersigned has subscribed for the Units. (m) I understand that a legend shall be placed on any stock certificate representing the Common Stock substantially to the following effect: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND ARE PROHIBITED FROM BEING SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED (I) EXCEPT IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES), OR (II) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS, OR (III) UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. (n) I understand that the Company may require me to meet additional suitability standards if it deems it necessary or advisable to comply with any applicable state securities or other laws. (o) The undersigned certifies that it (i) is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person, or (ii) is a U.S. person who purchased securities in a transaction that did not require registration under the Act. (p) The undersigned agrees to resell the Common Stock only either (i) pursuant to registration under the Act, or (ii) pursuant to an available exemption under the Act, or (iii) in accordance with the provisions of Regulation S (Rule 901 through Rule 905, and Preliminary Notes); and agrees not to engage in hedging transactions with regard to such Common Stock unless in compliance with the Act.

Representations by Undersigned. The undersigned represents and warrants to the Company as follows: (a) I have received from the Company, read and understand the provisions of each of the following: (i) the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999; and (ii) the Company's Form 10-QSB Quarterly Report for the quarterly period ended September 30, 1999; and (iii) the Company's Form 10-QSB Quarterly Report for the quarterly period ended December 31, 1999; and (iv) the Company's Form 10-QSB Quarterly Report for the quarterly period ended March 31, 2000; and (v) the Company's Form SB-2 Registration Statement filed with the Commission on April 18, 2000(File No. 333-35070); and (vi) the term sheet for this Offering dated June 5May 31, 2000; and (vii) the Risk Factors section incorporated by reference herein in Section 3(i) hereof. I understand that all of the foregoing together with this Subscription Agreement shall be referred to herein as "Offering Materials". (b) I have relied only upon the information presented and contained in the Offering Materials. I have had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Units offered by the Offering Materials and have received answers which I consider to be reasonably responsive to such questions. I have had the opportunity to verify the accuracy of the information contained in the Offering Materials. (c) I understand that I am subscribing for Units without being furnished any literature or prospectus in connection with the Offering other than the Offering Materials, and that the Offering of Units presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of my residence. (d) I understand (i) that the Common Stock has not been registered under the Act or registered or qualified under the securities laws of the state of my residence, (ii) that I have no right to require such registration or qualification, and (iii) that therefore I must bear the economic risk of the investment for an indefinite period of time because the Common Stock may not be sold unless so registered or qualified or unless an exemption from such registration and qualification is available. Although the Company has agreed to use its best efforts to register for resale the Common Stock under with the ActCommission, and to use its best efforts to keep such registration statement current and effective, there can be no assurance that such efforts will be successful. In any such event, the Common Stock would not be registered for resale by the undersigned under the Act, and could only be sold by the undersigned in reliance upon exemptions from registration under the Act, or in accordance with Regulation S.. (e) The Units are being purchased for my own account for investment purposes only and not for the interest of any other person and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Although the Common Stock is currently traded on the OTC Bulletin Board under the symbol USTT, I also understand that there may not be any established public trading market for the sale of such securities. (f) I am able to bear the economic risks related to purchase of the Unit(s) for an indefinite period of time (i.e., I am able to afford a complete loss of the Unit(s) I am subscribing to purchase). (g) My overall commitment to investments which are not readily marketable is not disproportionate to my net worth and my investment in the Company will not cause such overall commitment to become excessive. (h) I have adequate means of providing for my current needs and possible personal contingencies. I have no need for liquidity of the Unit(s) subscribed to be purchased hereby and have no reason to anticipate any change in my personal circumstances, financial or otherwise, which might cause or require any sale or distribution of such Unit(s) subscribed to be purchased. (i) I recognize that the purchase of the Unit(s) involves a high degree of risk including those special risks set forth under the caption "Risk Factors" in the Form SB-2 Registration Statement of the Company filed with the Commission on April 18, 2000 (No. 333-35070) all of which are incorporated herein by reference. (j) I understand that my right to transfer the Common Stock will be restricted as set forth on the stock certificates. Such restrictions include provisions against transfer unless such transfer is not in violation of the Act, or applicable state securities laws (including investor suitability standards). (k) All information which I have provided to the Company including, but not limited to, my Social Security or tax identification number, my financial position, and status as an accredited investor, and my knowledge of financial and business matters is true, correct and complete as of the date of execution of this Subscription Agreement. I undertake to provide promptly to the Company written notice of any material changes in my financial position or otherwise and such information will be true, correct and complete as of the date given. I understand that the Company will rely in a material degree upon the representations contained herein. (l) The undersigned maintains a domicile or business at the address shown on the signature page of this Subscription Agreement, at which address the undersigned has subscribed for the Units. (m) I understand that a legend shall legends may be placed on any stock certificate representing the Common Stock substantially to the following effect: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND ARE PROHIBITED FROM BEING MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED (I) EXCEPT IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES), OR (II) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS, OR (III) UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. (n) I understand that the Company may require me to meet additional suitability standards if it deems it necessary or advisable to comply with any applicable state securities or other laws. (o) The undersigned certifies that it (i) is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person, or (ii) is a U.S. person who purchased securities in a transaction that did not require registration under the Act. (p) The undersigned agrees to resell the Common Stock only either (i) pursuant to registration under the Act, or (ii) pursuant to an available exemption under the Act, or (iii) in accordance with the provisions of Regulation S (Rule 901 through Rule 905, and Preliminary Notes); and agrees not to engage in hedging transactions with regard to such Common Stock unless in compliance with the Act.

Representations by Undersigned. The undersigned represents and warrants to the Company as follows: (a) I have received from the Companyreceived, read and understand the provisions of each of the following: (i) the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 19992003; and (ii) the Company's Form 10-QSB Quarterly Report for the quarterly period ended September 30, 1999; and (iii) the Company's Form 10-QSB Quarterly Report for the quarterly period ended December 31, 1999; and (iv) the Company's Form 10-QSB Quarterly Report for the quarterly period ended March 31, 2000; and (v) the Company's Amendment No. 1 to Registration Statement on Form SB-2 Registration Statement filed with the Securities and Exchange Commission on April 18December 19, 2000(File 2003 (File No. 333-35070110148); and (vi) the term sheet for this Offering dated June 5, 2000; and (viiiii) the Risk Factors section incorporated by reference herein in Section 3(i) hereof; (iv) the Company's Form 10-QSB for the quarter ended September 30, 2003; (v) the Company's Form 10-QSB for the quarter ended December 31, 2003; (vi) the definitive proxy statement of the Company filed with the SEC on December 15, 2003, and (vii) any report, form, or schedule filed by the Company with the SEC under the Securities Exchange Act of 1934 on or prior to the date of execution hereof by the undersigned. I understand that all of the foregoing together with this Subscription Agreement shall be referred to herein as "Offering Materials". (b) I have relied only upon the information presented and contained in the Offering Materials. I have had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Units Common Stock offered by the Offering Materials and have received answers which I consider to be reasonably responsive to such questions. I have had the opportunity to verify the accuracy of the information contained in the Offering Materials. (c) I understand that I am subscribing for Units the Common Stock without being furnished any literature or prospectus in connection with the Offering other than the Offering Materials, and that the Offering of Units the Common Stock presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of my residence. (d) I understand (i) that the Common Stock has not been registered under the Act or registered or qualified under the securities laws of the state of my residence, (ii) except as provided above, that I have no right to require such registration or qualification, and (iii) that therefore I must bear the economic risk of the investment for an indefinite period of time because the Common Stock may not be sold unless so registered or qualified or unless an exemption from such registration and qualification is available. Although the Company has agreed to use its best efforts to register for resale the Common Stock under with the ActSEC, and to use its best efforts to keep such registration statement current and effective, there can be no assurance that such efforts will be successful. In any such event, the Common Stock would not be registered for resale by the undersigned under the Act, and could only be sold by the undersigned holder in reliance upon exemptions from registration under the Act, or in accordance with Regulation S.. (e) The Units are Common Stock is being purchased for my own account for investment purposes only and not for the interest of any other person and are is not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Although the Common Stock is currently traded on the OTC Bulletin Board under the symbol USTT, I also understand that there may not be any established public trading market for the sale of such securities. (f) I am able to bear the economic risks related to purchase of the Unit(s) Common Stock for an indefinite period of time (i.e., I am able to afford a complete loss of the Unit(s) Common Stock I am subscribing to purchase). (g) My overall commitment to investments which are not readily marketable is not disproportionate to my net worth and my investment in the Company will not cause such overall commitment to become excessive. (h) I have adequate means of providing for my current needs and possible personal contingencies. I have no need for liquidity of the Unit(s) Common Stock subscribed to be purchased hereby and have no reason to anticipate any change in my personal circumstances, financial or otherwise, which might cause or require any sale or distribution of such Unit(s) Common Stock subscribed to be purchased. (i) I recognize that the purchase of the Unit(s) Common Stock involves a high degree of risk including those special risks set forth under the caption "Risk Factors" and "Forward Looking Statements" in Amendment No. 1 to the Form SB-2 Registration Statement of the Company filed with the Commission on April 18December 19, 2000 2003 (No. 333-35070110148) all of which are incorporated herein by reference. (j) I understand that my right to transfer the Common Stock will be restricted as set forth on the stock certificatescertificate evidencing the Common Stock. Such restrictions include provisions against transfer unless such transfer is not in violation of the Act, or applicable state securities laws (including investor suitability standards). (k) All information which I have provided to the Company including, but not limited to, my Social Security or tax identification number, my financial position, and status as an accredited investor, and my knowledge of financial and business matters is true, correct and complete as of the date of execution of this Subscription Agreement. I undertake to provide promptly to the Company written notice of any material changes in my financial position or otherwise and such information will be true, correct and complete as of the date given. I understand that the Company will rely in a material degree upon the representations contained herein. (l) The undersigned maintains a domicile or business at the address shown on the signature page of this Subscription Agreement, at which address the undersigned has subscribed for the UnitsCommon Stock. (m) I understand that a legend shall may be placed on any stock certificate representing the Common Stock substantially to the following effect: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND ARE PROHIBITED FROM BEING MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED (I) EXCEPT IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES), OR (II) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS, OR (III) UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. (n) I understand that the Company may require me to meet additional suitability standards if it deems it necessary or advisable to comply with any applicable state securities or other laws. (o) The undersigned certifies that it (i) is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person, or (ii) is a U.S. person who purchased securities in a transaction that did not require registration under the Act. (p) The undersigned agrees to resell the Common Stock only either (i) pursuant to registration under the Act, or (ii) pursuant to an available exemption under the Act, or (iii) in accordance with the provisions of Regulation S (Rule 901 through Rule 905, and Preliminary Notes); and agrees not to engage in hedging transactions with regard to such Common Stock unless in compliance with the Act.

Representations by Undersigned. The undersigned represents and warrants to the Company as follows: (a) I have received from the Companyreceived, read and understand the provisions of each of the following: (ifollowing:(i) the Company's Company"s Annual Report on Form 10-KSB for the fiscal year ended June 30, 19992004; and (ii) the Company's Company"s Quarterly Report on Form 10-QSB Quarterly Report Q for the quarterly period quarter ended September 30, 19992004; and (iii) the Company's Quarterly Report on Form 10-QSB Quarterly Report Q for the quarterly period quarter ended December 31, 19992004; and (iv) the Company's Form 10Definitive Proxy Statement on Schedule 14-QSB Quarterly Report for the quarterly period ended March 31, 2000; and (v) the Company's Form SB-2 Registration Statement A filed with the Commission on April February 15, 2005; (v) the Company"s Registration Statement on Form S-1 filed with the Commission on February 18, 2000(File 2005 (File No. 333-35070122899); and (vi) the term sheet for this Offering dated June 5, 2000; and (vii) the Risk Factors section risk factors incorporated by reference herein in Section 3(i) hereof; and (vii) the Form 8-K Reports filed by the Company with the Commission on March 3, March 17, and March 22, 2005. I understand that all of the foregoing together with this Subscription Agreement shall be referred to herein as "Offering Materials". (b) I have relied only upon the information presented and contained in the Offering Materials. I have had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Units Common Stock and warrants offered by the Offering Materials and have received answers which I consider to be reasonably responsive to such questions. I have had the opportunity to verify the accuracy of the information contained in the Offering Materials. (c) I understand that I am subscribing for Units the Common Stock and warrants without being furnished any literature or prospectus in connection with the Offering other than the Offering Materials, and that the Offering of Units the Common Stock and warrants presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of my residence. (d) I understand (i) that the neither the Common Stock has not nor the Common Stock underlying the warrants have been registered under the Act or registered or qualified under the securities laws of the state of my residence, (ii) that except as provided above, I have no right to require such registration or qualification, and (iii) that therefore I must bear the economic risk of the investment for an indefinite period of time because neither the Common Stock, the warrants, nor the Common Stock underlying the warrants may not be sold unless so registered or qualified or unless an exemption from such registration and qualification is available. Although the Company has agreed to use its best efforts to register for resale the Common Stock under the Act, and to use its best efforts to keep such registration statement current and effective, there can be no assurance that such efforts will be successful. In any such event, the Common Stock would not be registered for resale by the undersigned under the Act, and could only be sold by the undersigned in reliance upon exemptions from registration under the Act, or in accordance with Regulation S.. (e) The Units Common Stock and warrants are being purchased for my own account for investment purposes only and not for the interest of any other person and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Although the Common Stock is currently traded on the OTC Bulletin Board under the symbol USTT, I also understand that there may not be any established public trading market for the sale of such securities. (f) I am able to bear the economic risks related to purchase of the Unit(s) Common Stock and warrants for an indefinite period of time (i.e., I am able to afford a complete loss of the Unit(s) Common Stock and warrants I am subscribing to purchase). (g) My overall commitment to investments which are not readily marketable is not disproportionate to my net worth and my investment in the Company will not cause such overall commitment to become excessive. (h) I have adequate means of providing for my current needs and possible personal contingencies. I have no need for liquidity of the Unit(s) Common Stock and warrants subscribed to be purchased hereby and have no reason to anticipate any change in my personal circumstances, financial or otherwise, which might cause or require any sale or distribution of such Unit(s) Common Stock and warrants subscribed to be purchased. (i) I recognize that the purchase of the Unit(s) Common Stock and warrants involves a high degree of risk including those special risks set forth under the caption "Risk Factors" and "Forward Looking Statements" in the Form SB-2 S-1 Registration Statement of the Company filed with the Commission on April February 18, 2000 2005 (No. 333-35070122899) all of which are incorporated herein by reference. (j) I understand that my right to transfer the Common Stock, warrants, and Common Stock underlying the warrants will be restricted as set forth on the stock certificatescertificate evidencing the Common Stock and warrants. Such restrictions include provisions against transfer unless such transfer is not in violation of the Act, or applicable state securities laws (including investor suitability standards)laws. (k) All information which I have provided to the Company including, but not limited to, my Social Security or tax identification number, my financial position, and status as an accredited investor, and my knowledge of financial and business matters is true, correct and complete as of the date of execution of this Subscription Agreement. I undertake to provide promptly to the Company written notice of any material changes in my financial position or otherwise and such information will be true, correct and complete as of the date given. I understand that the Company will rely in a material degree upon the representations contained herein. (l) The undersigned maintains a domicile or business at the address shown on the signature page of this Subscription Agreement, at which address the undersigned has subscribed for the UnitsCommon Stock and warrants. (m) I understand that a legend shall legends may be placed on any stock certificate representing the Common Stock, warrants, and the Common Stock underlying the warrants substantially to the following effect: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND ARE PROHIBITED FROM BEING MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED (I) EXCEPT IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES), OR (II) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS, OR (III) UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. (n) I understand that the Company may require me to meet additional suitability standards if it deems it necessary or advisable to comply with any applicable state securities or other laws. (o) The undersigned certifies that it (i) is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person, or (ii) is a U.S. person who purchased securities in a transaction that did not require registration under the Act. (p) The undersigned agrees to resell the Common Stock only either (i) pursuant to registration under the Act, or (ii) pursuant to an available exemption under the Act, or (iii) in accordance with the provisions of Regulation S (Rule 901 through Rule 905, and Preliminary Notes); and agrees not to engage in hedging transactions with regard to such Common Stock unless in compliance with the Act.