Common use of Representations and Warranties by the Purchasers Clause in Contracts

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants that: a. Each of the Purchasers is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms. b. Each of the Purchasers is acquiring the Note for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Note or Shares (this representation and warranty not limiting the Purchaser’s right to sell the Note and Shares in compliance with applicable federal and state securities laws). Each of the Purchaser is acquiring the Note as principal, not as nominee or agent, and not with a view to or for distributing or reselling the Note or Shares or any part thereof in violation of the Securities Act or any applicable state securities law. c. Each of the Purchasers is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities Act) and is not acquiring the Note for the account or benefit of a U.S. person. Each of the Purchasers will not, within one year of the date of the issuance of Note or the Shares to such Purchaser, (i) make any offers or sales of the Note or Shares in the United States or to, or for the benefit of, a U.S. person (in each case, as defined in Regulation S) other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act, or (ii) engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act. Neither such Purchaser nor any of such Purchaser’s affiliates or any person acting on his/her or their behalf has engaged or will engage in directed selling efforts (within the meaning of Regulation S) with respect to the Note or Shares, and all such persons have complied and will comply with the offering restriction requirements of Regulation S in connection with the offering of the Note or Shares outside of the United States. d. Each of the Purchasers, either alone or together with his/her/its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Note, and has so evaluated the merits and risks of such investment. Each of the Purchasers are able to bear the economic risk of an investment in the Note or the Shares and, at the present time, is able to afford a complete loss of such investment. e. Each of the Purchasers has a net worth in excess of $1,000,000 exclusive of its/his/her residences and that each of the Purchasers is an “accredited investor” as defined in Rule 501(a) under the Securities Act at the time such Purchaser was offered the Note and as of the date hereof. f. Each of the Purchasers hereby represents that he/she/it has satisfied his/her/itself as to the full observance by such Purchaser of the laws of the jurisdictions applicable to such Purchaser in connection with the purchase of the Note or the execution and delivery by such Purchaser. Each of the Purchaser’s subscription and payment for, and continued beneficial ownership of, the Note or the Shares will not violate any securities or other laws of such Purchaser’s jurisdiction applicable to such Purchaser. Convertible Promissory Note Agreement g. Each of the Purchasers understands that the Note or the Shares have not been, and will not be, registered under the Securities Act or applicable securities laws of any state or country and therefore the Note or the Shares cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration requirements are available. The Company shall be under no obligation to register the Notes or Shares under the Securities Act and applicable state securities laws, and any such registration shall be in the Company’s sole discretion. h. Each of the Purchasers acknowledges that he/she/it has had the opportunity to review the information of the Company and the SEC reports filed by the Company and has been afforded (i) the opportunity to ask such questions as he/she/it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Note and the merits and risks of investing in the Note; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate his/her/its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment i. Each of the Purchasers is not purchasing the Note as a result of any advertisement, article, notice or other communication regarding the Notes published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

Representations and Warranties by the Purchasers. Each of the Purchasers represents jointly and severally represents, warrants thatand covenants to the Sellers as follows: a. Each of the Purchasers is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated The statements made by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, this Section 5 are and will constitute the valid be correct and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms. b. Each of the Purchasers is acquiring the Note for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Note or Shares (this representation and warranty not limiting the Purchaser’s right to sell the Note and Shares in compliance with applicable federal and state securities laws). Each of the Purchaser is acquiring the Note complete as principal, not as nominee or agent, and not with a view to or for distributing or reselling the Note or Shares or any part thereof in violation of the Securities Act or any applicable state securities law. c. Each of the Purchasers is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities Act) and is not acquiring the Note for the account or benefit of a U.S. person. Each of the Purchasers will not, within one year of the date of the issuance Effective Date of Note or this Settlement Agreement and as of the Shares Closing Date. b. Such Purchaser has the full power and authority to execute, deliver and perform this Settlement Agreement and the documents to be delivered by it/him under this Settlement Agreement. c. This Settlement Agreement and the Settlement Documents to be executed and delivered by such Purchaser constitutes the legal, valid and binding obligations of such Purchaser, and will be enforceable in accordance with their respective terms against such Purchaser, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law. d. The execution and delivery by each Purchaser of this Settlement Agreement and the Settlement Documents, and any and all other agreements, documents or instruments contemplated hereby, and the fulfillment of and compliance with the respective terms hereof and thereof by the Purchasers do not and will not (i) make any offers conflict with or sales result in a breach of the Note or Shares in the United States or toterms, conditions, or for the benefit provisions of, (ii) constitute a U.S. person default or event of default under, (iii) give any third party the right to accelerate any obligation under, (iv) result in each case, as defined in Regulation S) other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Acta violation of, or (iiv) engage in hedging transactions with regard require any authorization, consent, approval exemption or other action by or notice to any court or governmental authority pursuant to, the Shares unless in compliance with the Securities Act. Neither such Purchaser nor any articles of incorporation or bylaws of such Purchaser’s affiliates corporate Party or any person acting on his/her regulation, order or their behalf has engaged or will engage in directed selling efforts (within the meaning of Regulation S) with respect contract to the Note or Shares, and all such persons have complied and will comply with the offering restriction requirements of Regulation S in connection with the offering of the Note or Shares outside of the United States. d. Each of the Purchasers, either alone or together with his/her/its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Note, and has so evaluated the merits and risks of such investment. Each which any of the Purchasers are able to bear the economic risk of an investment in the Note or the Shares and, at the present time, is able to afford a complete loss of such investmentsubject. e. Each of the The Purchasers has a net worth in excess of $1,000,000 exclusive of its/his/her residences and that each of the Purchasers is an “accredited investor” as defined in Rule 501(a) under the Securities Act at the time such Purchaser was offered the Note and as of the date hereof. f. Each of the Purchasers hereby represents that he/she/it has satisfied his/her/itself as to the full observance by such Purchaser of the laws of the jurisdictions applicable to such Purchaser have not employed any broker, finder, advisor, consultant or other intermediary in connection with this Settlement Agreement or the purchase transaction contemplated hereby who is or might be entitled to any fee, commission or other compensation from any of the Note Sellers, upon or the execution and delivery by such Purchaser. Each of the Purchaser’s subscription and payment for, and continued beneficial ownership of, the Note or the Shares will not violate any securities or other laws of such Purchaser’s jurisdiction applicable to such Purchaser. Convertible Promissory Note Agreement g. Each of the Purchasers understands that the Note or the Shares have not been, and will not be, registered under the Securities Act or applicable securities laws of any state or country and therefore the Note or the Shares cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration requirements are available. The Company shall be under no obligation to register the Notes or Shares under the Securities Act and applicable state securities laws, and any such registration shall be in the Company’s sole discretion. h. Each of the Purchasers acknowledges that he/she/it has had the opportunity to review the information of the Company and the SEC reports filed by the Company and has been afforded (i) the opportunity to ask such questions as he/she/it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Note and the merits and risks of investing in the Note; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate his/her/its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment i. Each of the Purchasers is not purchasing the Note as a result of any advertisement, article, notice the execution of this Settlement Agreement or other communication regarding the Notes published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisementconsummation of the transactions contemplated hereby.

Representations and Warranties by the Purchasers. Each of the The Purchasers represents and warrants that: a. Each of the Purchasers The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms.. Convertible Promissory Note Agreement 2 b. Each of the Purchasers The Purchaser is acquiring the Note for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Note or Shares (this representation and warranty not limiting the Purchaser’s right to sell the Note and Shares in compliance with applicable federal and state securities laws). Each of the The Purchaser is acquiring the Note as principal, not as nominee or agent, and not with a view to or for distributing or reselling the Note or Shares or any part thereof in violation of the Securities Act or any applicable state securities law. c. Each of the The Purchasers is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities Act) and is not acquiring the Note for the account or benefit of a U.S. person. Each of the The Purchasers will not, within one year of the date of the issuance of Note or the Shares to such Purchaser, (i) make any offers or sales of the Note or Shares in the United States or to, or for the benefit of, a U.S. person (in each case, as defined in Regulation S) other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act, or (ii) engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act. Neither such the Purchaser nor any of such Purchaser’s affiliates or any person acting on his/her or their behalf has engaged or will engage in directed selling efforts (within the meaning of Regulation S) with respect to the Note or Shares, and all such persons have complied and will comply with the offering restriction requirements of Regulation S in connection with the offering of the Note or Shares outside of the United States. d. Each of the The Purchasers, either alone or together with his/her/its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Note, and has so evaluated the merits and risks of such investment. Each of the The Purchasers are is able to bear the economic risk of an investment in the Note or the Shares and, at the present time, is able to afford a complete loss of such investment. e. Each of the Purchasers has a net worth in excess of $1,000,000 exclusive of its/his/her residences and that each of the Purchasers is an “accredited investor” as defined in Rule 501(a) under the Securities Act at the time such Purchaser was offered the Note and as of the date hereof. f. Each of the The Purchasers hereby represents that he/she/it has satisfied his/her/itself as to the full observance by such Purchaser of the laws of the jurisdictions applicable to such the Purchaser in connection with the purchase of the Note or the execution and delivery by such the Purchaser. Each of the The Purchaser’s subscription and payment for, and continued beneficial ownership of, the Note or the Shares will not violate any securities or other laws of such the Purchaser’s jurisdiction applicable to such the Purchaser. Convertible Promissory Note Agreement. g. Each of the The Purchasers understands that the Note or the Shares have not been, and will not be, registered under the Securities Act or applicable securities laws of any state or country and therefore the Note or the Shares cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration requirements are available. The Company shall be under no obligation to register the Notes Note or Shares under the Securities Act and applicable state securities laws, and any such registration shall be in the Company’s sole discretion. h. Each of the The Purchasers acknowledges that he/she/it has had the opportunity to review the information of the Company and the SEC reports filed by the Company and has been afforded (i) the opportunity to ask such questions as he/she/it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Note and the merits and risks of investing in the Note; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate his/her/its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment i. Each of the The Purchasers is not purchasing the Note as a result of any advertisement, article, notice or other communication regarding the Notes Note published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.. Convertible Promissory Note Agreement 3

Representations and Warranties by the Purchasers. Each of the Purchasers represents jointly and severally represents, warrants thatand covenants to the Sellers as follows: a. Each of the Purchasers is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated The statements made by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, this Section 8 are and will constitute the valid be correct and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms. b. Each of the Purchasers is acquiring the Note for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Note or Shares (this representation and warranty not limiting the Purchaser’s right to sell the Note and Shares in compliance with applicable federal and state securities laws). Each of the Purchaser is acquiring the Note complete as principal, not as nominee or agent, and not with a view to or for distributing or reselling the Note or Shares or any part thereof in violation of the Securities Act or any applicable state securities law. c. Each of the Purchasers is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities Act) and is not acquiring the Note for the account or benefit of a U.S. person. Each of the Purchasers will not, within one year of the date of the issuance Effective Date of Note or this Agreement and as of the Shares Closing Date. b. Such Purchaser has the full power and authority to execute, deliver and perform this Agreement and the documents to be delivered by it/him under this Agreement. c. This Agreement and the Documents to be executed and delivered by such Purchaser constitutes the legal, valid and binding obligations of such Purchaser, (i) make any offers or sales of the Note or Shares in the United States or to, or for the benefit of, a U.S. person (in each case, as defined in Regulation S) other than and will be enforceable in accordance with Regulation S or another exemption from the registration requirements of the Securities Act, or (ii) engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act. Neither such Purchaser nor any of their respective terms against such Purchaser’s affiliates , subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or any person acting on his/her or their behalf has engaged or will engage in directed selling efforts (within the meaning of Regulation S) at law. d. Except with respect to the Note or Sharesrequired federal and state regulatory approvals to operate the Surgery Centers, the execution and deliver by each Purchaser of this Agreement and the Documents, and any and all such persons have complied other agreements, documents or instruments contemplated hereby, and the fulfillment of and compliance with the respective terms hereof and thereof by the Purchasers do not and will comply not (i) conflict with the offering restriction requirements of Regulation S or result in connection with the offering a breach of the Note terms, conditions, or Shares outside provisions of, (ii) constitute a default or event of default under, (iii) give any third party the United States. d. Each right to accelerate any obligation under, (iv) result in a violation of, or (v) require any authorization, consent, approval exemption or other action by or notice to any court or governmental authority pursuant to, the articles of the Purchasers, either alone incorporation or together with his/her/its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Note, and has so evaluated the merits and risks bylaws of such investment. Each corporate Party or any regulation, order or contract to which any of the Purchasers are able to bear the economic risk of an investment in the Note or the Shares and, at the present time, is able to afford a complete loss of such investmentsubject. e. Each of Other than the $100,000 finder’s fee owed to ▇▇▇▇▇ ▇▇▇▇▇ LLC by the Sellers, the Purchasers has a net worth in excess of $1,000,000 exclusive of its/his/her residences and that each of the Purchasers is an “accredited investor” as defined in Rule 501(a) under the Securities Act at the time such Purchaser was offered the Note and as of the date hereof. f. Each of the Purchasers hereby represents that he/she/it has satisfied his/her/itself as to the full observance by such Purchaser of the laws of the jurisdictions applicable to such Purchaser Sellers have not employed any broker, finder, advisor, consultant or other intermediary in connection with this Agreement or the purchase transaction contemplated hereby who is or might be entitled to any fee, commission or other compensation from any of the Note Sellers, upon or the execution and delivery by such Purchaser. Each of the Purchaser’s subscription and payment for, and continued beneficial ownership of, the Note or the Shares will not violate any securities or other laws of such Purchaser’s jurisdiction applicable to such Purchaser. Convertible Promissory Note Agreement g. Each of the Purchasers understands that the Note or the Shares have not been, and will not be, registered under the Securities Act or applicable securities laws of any state or country and therefore the Note or the Shares cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration requirements are available. The Company shall be under no obligation to register the Notes or Shares under the Securities Act and applicable state securities laws, and any such registration shall be in the Company’s sole discretion. h. Each of the Purchasers acknowledges that he/she/it has had the opportunity to review the information of the Company and the SEC reports filed by the Company and has been afforded (i) the opportunity to ask such questions as he/she/it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Note and the merits and risks of investing in the Note; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate his/her/its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment i. Each of the Purchasers is not purchasing the Note as a result of any advertisement, article, notice the execution of this Agreement or other communication regarding the Notes published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisementconsummation of the transactions contemplated hereby.

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants that: a. Each of the Purchasers is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms. b. Each of the Purchasers is acquiring the Note for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Note or Shares (this representation and warranty not limiting the Purchaser’s right to sell the Note and Shares in compliance with applicable federal and state securities laws). Each of the Purchaser is acquiring the Note as principal, not as nominee or agent, and not with a view to or for distributing or reselling the Note or Shares or any part thereof in violation of the Securities Act or any applicable state securities law. c. Each of the Purchasers is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities Act) and is not acquiring the Note for the account or benefit of a U.S. person. Each of the Purchasers will not, within one year of the date of the issuance of Note or the Shares to such Purchaser, (i) make any offers or sales of the Note or Shares in the United States or to, or for the benefit of, a U.S. person (in each case, as defined in Regulation S) other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act, or (ii) engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act. Neither such Purchaser nor any of such Purchaser’s affiliates or any person acting on his/her or their behalf has engaged or will engage in directed selling efforts (within the meaning of Regulation S) with respect to the Note or Shares, and all such persons have complied and will comply with the offering restriction requirements of Regulation S in connection with the offering of the Note or Shares outside of the United States. d. Each of the Purchasers, either alone or together with his/her/its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Note, and has so evaluated the merits and risks of such investment. Each of the Purchasers are able to bear the economic risk of an investment in the Note or the Shares and, at the present time, is able to afford a complete loss of such investment. e. Each of the Purchasers has a net worth in excess of $1,000,000 exclusive of its/his/her residences and that each of the Purchasers is an “accredited investor” as defined in Rule 501(a) under the Securities Act at the time such Purchaser was offered the Note and as of the date hereof. f. Each of the Purchasers hereby represents that he/she/it has satisfied his/her/itself as to the full observance by such Purchaser of the laws of the jurisdictions applicable to such Purchaser in connection with the purchase of the Note or the execution and delivery by such Purchaser. Each of the Purchaser’s subscription and payment for, and continued beneficial ownership of, the Note or the Shares will not violate any securities or other laws of such Purchaser’s jurisdiction applicable to such Purchaser. Convertible Promissory Note Agreement g. Each of the Purchasers understands that the Note or the Shares have not been, and will not be, registered under the Securities Act or applicable securities laws of any state or country and therefore the Note or the Shares cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration requirements are available. The Company shall be under no obligation to register the Notes or Shares under the Securities Act and applicable state securities laws, and any such registration shall be in the Company’s sole discretion. h. Each of the Purchasers acknowledges that he/she/it has had the opportunity to review the information of the Company and the SEC reports filed by the Company and has been afforded (i) the opportunity to ask such questions as he/she/it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Note and the merits and risks of investing in the Note; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate his/her/its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment i. Each of the Purchasers is not purchasing the Note as a result of any advertisement, article, notice or other communication regarding the Notes published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.or

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants that: a. Each of the Purchasers is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms. b. Each of the Purchasers is acquiring the Note for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Note or Shares (this representation and warranty not limiting the Purchaser’s right to sell the Note and Shares in compliance with applicable federal and state securities laws). Each of the Purchaser is acquiring the Note as principal, not as nominee or agent, and not with a view to or for distributing or reselling the Note or Shares or any part thereof in violation of the Securities Act or any applicable state securities law. c. Each of the Purchasers is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities Act) and is not acquiring the Note for the account or benefit of a U.S. person. Each of the Purchasers will not, within one year of the date of the issuance of Note or the Shares to such Purchaser, (i) make any offers or sales of the Note or Shares in the United States or to, or for the benefit of, a U.S. person (in each case, as defined in Regulation S) other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act, or (ii) engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act. Neither such Purchaser nor any of such Purchaser’s affiliates or any person acting on his/her or their behalf has engaged or will engage in directed selling efforts (within the meaning of Regulation S) with respect to the Note or Shares, and all such persons have complied and will comply with the offering restriction requirements of Regulation S in connection with the offering of the Note or Shares outside of the United States. d. Each of the Purchasers, either alone or together with his/her/its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Note, and has so evaluated the merits and risks of such investment. Each of the Purchasers are able to bear the economic risk of an investment in the Note or the Shares and, at the present time, is able to afford a complete loss of such investment. e. Each of the Purchasers has a net worth in excess of $1,000,000 exclusive of its/his/her residences and that each of the Purchasers is an “accredited investor” as defined in Rule 501(a) under the Securities Act at the time such Purchaser was offered the Note and as of the date hereof. f. Each of the Purchasers hereby represents that he/she/it has satisfied his/her/itself as to the full observance by such Purchaser of the laws of the jurisdictions applicable to such Purchaser in connection with the purchase of the Note or the execution and delivery by such Purchaser. Each of the Purchaser’s subscription and payment for, and continued beneficial ownership of, the Note or the Shares will not violate any securities or other laws of such Purchaser’s jurisdiction applicable to such Purchaser. Convertible Promissory Note Agreement. g. Each of the Purchasers understands that the Note or the Shares have not been, and will not be, registered under the Securities Act or applicable securities laws of any state or country and therefore the Note or the Shares cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration requirements are available. The Company shall be under no obligation to register the Notes or Shares under the Securities Act and applicable state securities laws, and any such registration shall be in the Company’s sole discretion. h. Each of the Purchasers acknowledges that he/she/it has had the opportunity to review the information of the Company and the SEC reports filed by the Company and has been afforded (i) the opportunity to ask such questions as he/she/it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Note and the merits and risks of investing in the Note; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate his/her/its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment i. Each of the Purchasers is not purchasing the Note as a result of any advertisement, article, notice or other communication regarding the Notes published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.