Common use of Representations by Undersigned Clause in Contracts

Representations by Undersigned. The undersigned represents and warrants as follows: (a) He has received a copy of the Summary; has read the Summary (including any and all amendments and addendums thereto) and the Exhibits thereto relating to the offering of the Shares, and has relied only on the information contained therein or otherwise provided to him in writing by the Company, and agrees to be bounds by all the terms contained therein. (b) He understands that he is subscribing for the Shares without being furnished any offering material other that the Summary, and that he has had an unrestricted opportunity to obtain additional information concerning the terms and conditions of this offering, the Company, and any other matters relating directly or in directly to this purchase of the Shares, or as may be necessary to verify the accuracy of the information contained in the Summary or as otherwise provided. (c) He understands that the Shares have not been registered under the Securities ▇▇▇ ▇▇▇▇, as amended ("Act"), pursuant to regulation S promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC") relating to the offer and sale of securities outside the United States, and he has no right to require such registration (legends will be placed on nay certificates evidencing the Shares with respect to restrictions on distribution, transfer, resale, assignment or subdivision of the Shares imposed by federal securities laws). In addition, he understands that the SEC has not approved or disapproved these securities, nor has it passed upon or endorsed the merits of this offering, or the accuracy or adequacy of the documents provided by the Company. (d) The Shares are being purchased him for his own account, as principal, for investment and not with the view toward or for resale in connection with the distribution of a security. (e) He or his agents or investment advisers have such knowledge and experience and financial and business matters that will enable him to utilize information of made available to him in connection with the offering of the Shares to evaluate the risks of the prospective investment and to make an informed investment decision. (f) He recognizes that the Company has a limited financial and operating history, and that the Shares as an investment and involve special risks. (g) He realizes that the Shares cannot be readily sold as there will be no public market, and that he may not be able to sell or dispose of the Shares and therefore he must not purchase the Shares unless he has liquid assets sufficient to assure himself that such purchases will cause him no undue financial difficulties and that he can still provide for his current needs and possible personal contingencies. (h) He understands that his right to transfer the Shares will be restricted, which include restrictions against transfers unless the transfer is not in violation of the Act, and applicable state securities laws (including investment suitability standards). (j) All information which he has provided to the Company concerning himself, his financial position and his knowledge of financial and business matters is correct and complete as of the date set forth at the end hereof. The undersigned hereby agrees to indemnify, defend and hold harmless the Company and all of its shareholders, officers, directors, affiliates and advisors from any and all damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) that they may incur by reason of my failure to fulfill all of the terms and conditions of this Agreement or by reason of the untruth or inaccuracy of any of the representations, warranties or agreements contained herein or in any other documents he has furnished to any of the foregoing in connection with this transaction. This indemnification includes, but is not limited to, any damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) incurred by the Company or any of its shareholders, officers, directors, affiliates or advisors defending against any alleged violation of federal or state securities laws which is based upon or related to any untruth or inaccuracy of any of the representations, warranties or agreements contained herein or in any other documents he has furnished to any of the foregoing in connection with this transaction. (k) The undersigned understand and agrees that: (i) he may not transfer or assign this Agreement, or any interest herein, and any purported transfer shall be void; (ii) he hereby acknowledges and agrees that he is not entitled to cancel, terminate or revoke the Agreement and that this Agreement will be binding on my heirs, successors and personal representatives; provided, however, that if the Company rejects this Agreement, this Agreement shall be automatically cancelled, terminated and revoked; (iii) this Agreement constitutes the entire agreement among the parties hereto with respect to the sale of the Shares and may be amended, modified or terminated only by writing executed by all parties (except as provided herein with respect to rejection of this Agreement by the Company); (iv) within five (5) days after receipt of a written request from the Company, the undersigned agrees to provide such information and to execute and deliver such documents as may be reasonably necessary to comply with any and all laws and regulations to which the Company is subject; and (v) the representations and warranties of the undersigned set forth herein shall survive the sale of the Shares pursuant to this Agreement.

Representations by Undersigned. The undersigned acknowledges and represents and warrants as follows: (a) He the undersigned has received a copy such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of the Summary; has read the Summary (including any and all amendments and addendums thereto) and the Exhibits thereto relating to the offering prospective purchase of the Shares, and has relied only on the information contained therein or otherwise provided to him in writing by the Company, and agrees to be bounds by all the terms contained thereinInterests. (b) He understands the undersigned has obtained, to the extent he deems necessary, his own personal professional advice with respect to the risks inherent in the investment in the Interests, the suitability of the investment in the Interests in light of his financial condition and investment needs, and the tax consequences of such an investment. (c) the undersigned believes that he the investment in the Interests is subscribing suitable for him based upon his investment objectives and financial needs, and the undersigned has adequate means of providing for his current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Interests. (d) the undersigned is able to bear the economic risk of an investment in the Interests, and the total loss of his investment. (e) the undersigned has been given access to full and complete information regarding the Company and has utilized such access to his satisfaction, or waived the opportunity to do so, for the Shares without being furnished any offering material other that the Summary, purpose of asking questions and that he has had an unrestricted opportunity to obtain additional information receiving answers concerning the terms and conditions of this offering, the offering of the Interests and obtaining information regarding the Company. The undersigned has either attended or been given reasonable opportunity to attend a meeting with representatives of the Company for the purpose of asking questions of, and receiving answers from, such representatives concerning the terms and conditions of the offering of the Interests and to obtain any other matters relating directly or in directly to this purchase of the Sharesadditional information, or as may be necessary to verify the accuracy of the information contained in the Summary or as otherwise provided. (c) He understands that the Shares have not been registered under the Securities ▇▇▇ ▇▇▇▇, as amended ("Act"), pursuant to regulation S promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC") relating to the offer and sale of securities outside the United Statesextent reasonably available, and he has no right to require such registration (legends will be placed on nay certificates evidencing the Shares with respect to restrictions on distribution, transfer, resale, assignment or subdivision of the Shares imposed by federal securities laws). In addition, he understands that the SEC has not approved or disapproved these securities, nor has it passed upon or endorsed the merits of this offering, or the accuracy or adequacy of the documents provided by regarding the Company. (d) The Shares are being purchased him for his own account, as principal, for investment and not with the view toward or for resale in connection with the distribution of a security. (e) He or his agents or investment advisers have such knowledge and experience and financial and business matters that will enable him to utilize information of made available to him in connection with the offering of the Shares to evaluate the risks of the prospective investment and to make an informed investment decision. (f) He the undersigned recognizes that the Company has a limited financial and no operating history, and that the Shares Interests as an investment and involve special risksa high degree of risk including, but not limited to, the risk of loss of the undersigned's entire investment. (g) He the undersigned realizes that (i) the Shares canpurchaser of the Interests may have to bear the economic risk of investment for an indefinite period of time because the Interests have not be readily sold as been registered under applicable securities laws pursuant to exemptions therefrom, (ii) there will be is presently no public marketmarket for the Interests and no public or private market for the Interests is expected to develop, and (iii) there are restrictions on the transfer of the Interests, and the undersigned understands that he may not be able to sell liquidate his investment in the Interests in the event of an emergency or dispose of pledge the Shares and therefore he must not purchase the Shares unless he has liquid assets sufficient to assure himself that such purchases will cause him no undue financial difficulties and that he can still provide Interests as collateral security for his current needs and possible personal contingenciesloans. (h) He understands the undersigned has been advised that the Interests are not being registered under the Securities Act or the relevant state securities laws, but are being offered and sold pursuant to exemptions from such registrations, and that reliance by the Company upon such exemptions is predicated in part on the undersigned's representations to the Company as contained herein. The undersigned represents and warrants that the Interests are being purchased for his own account, that he has made no agreement with others regarding the Interests, and that his right to transfer the Shares financial condition is such that it is not likely that it will be restricted, which include restrictions against transfers unless the transfer is not in violation necessary to dispose of the ActInterests in the foreseeable future. (i) the undersigned, if other than an individual, makes the following additional representations and warranties: (i) the undersigned was not organized for the specific purpose of acquiring the Interests; and (ii) this Subscription Agreement and Purchaser Questionnaire has been duly authorized by all necessary action on the part of the undersigned, has been duly executed by an authorized officer or representative of the undersigned, and applicable state securities laws (including investment suitability standards)is a legal, valid and binding obligation of the undersigned enforceable in accordance with its terms. (j) All information which he has provided to the Company concerning himself, his financial position and his knowledge of financial and business matters is correct and complete as of undersigned understands that the date set forth at Interests cannot be sold or assigned without the end hereof. The undersigned hereby agrees to indemnify, defend and hold harmless the Company and all of its shareholders, officers, directors, affiliates and advisors from registration and/or qualification under any and all damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) that they may incur by reason of my failure to fulfill all of the terms and conditions of this Agreement or by reason of the untruth or inaccuracy of any of the representations, warranties or agreements contained herein or in any other documents he has furnished to any of the foregoing in connection with this transaction. This indemnification includes, but is not limited to, any damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) incurred by the Company or any of its shareholders, officers, directors, affiliates or advisors defending against any alleged violation of federal or applicable state securities laws which is based upon or related to any untruth or inaccuracy of any of the representations, warranties or agreements contained herein or in any other documents he has furnished to any of the foregoing in connection with this transactionexemptions from such laws. (k) the undersigned understands that the Company has no obligations to register the Interests under the Securities Act or to register or qualify the Interests for sale under any state securities laws, or to take any other action through the establishment of exemption(s) or otherwise, to permit the transfer thereof. (l) the undersigned is informed of the significance to the Company of the foregoing representations, and such representations are made with the intention that the Company will rely on them. The undersigned understand shall indemnify and agrees that: (i) he may not transfer hold harmless the Company, its respective officers, directors, agents and affiliates against any losses, claims, damages, or assign this Agreementliabilities to which they, or any interest hereinof them, and may become subject insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise from any purported transfer shall be void; (ii) he hereby acknowledges and agrees that he is not entitled actual or alleged misrepresentation or misstatement of facts or omission to cancel, terminate represent or revoke state facts made by the Agreement and that this Agreement will be binding on my heirs, successors and personal representatives; provided, however, that if undersigned to the Company rejects this Agreement, this Agreement shall be automatically cancelled, terminated and revoked; (iii) this Agreement constitutes concerning the entire agreement among undersigned or the parties hereto undersigned's financial position in connection with respect to the offering or sale of the Shares and may be amendedInterests including, modified without limitation, any such misrepresentation, misstatement, or terminated only by writing executed by all omission. (n) I will hold title to the Interests as follows: ___ Individual Ownership ___ Community Property ___ Joint Tenant with Right of Survivorship (both parties must sign) ___ Partnership ___ Tenants in Common ___ Company ___ Trust ___ Other (except as provided herein with respect to rejection of this Agreement by the Companyplease specify); (iv) within five (5) days after receipt of a written request from the Company, the undersigned agrees to provide such information and to execute and deliver such documents as may be reasonably necessary to comply with any and all laws and regulations to which the Company is subject; and (v) the representations and warranties of the undersigned set forth herein shall survive the sale of the Shares pursuant to this Agreement._______________________ PART II