Common use of Representations of Purchaser Clause in Contracts

Representations of Purchaser. As an inducement to the Company to enter into this Agreement, Purchaser represents and warrants to the Company that: (a) Purchaser is acquiring the Shares to be purchased pursuant to this Agreement for investment purposes, for Purchaser's own account and with no present intention of distributing or reselling the Shares in any transactions which would be in violation of the securities laws of the United States of America or any state thereof or the insurance laws of any state thereof. (b) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act. Purchaser has conducted its own investigation with respect to the Company, has received all information that it believes is necessary and appropriate in connection with its purchase of the Shares and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares. (c) Purchaser is aware that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration or qualification under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration or qualification under the Securities Act and any applicable state securities laws. Purchaser is aware that the Company has no obligation to register the Shares for resale except pursuant to Sections 9 through 13 of this Agreement. (d) Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (e) Purchaser has sufficient cash available to it to consummate the purchase of the Shares contemplated hereby without the need for any financing other than that which is already available or committed to Purchaser without material condition; provided that Purchaser hereby expressly acknowledges and agrees that the ability of Purchaser to obtain the necessary funds from such financing shall not be a condition to the consummation of the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of any of the provisions of, or constitutes a default (or event which with the giving of notice or lapse of time or both, would become a default) under, any material indenture, mortgage, lease or loan agreement to which Purchaser is bound or violates any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which Purchaser is subject. No notice to, filing with or authorization, consent or approval of, any government or governmental agency by Purchaser is necessary for the consummation of the transactions contemplated by the Agreement, except that Purchaser will be required to file a Form 4 and an amendment to Schedule 13D under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after consummation of the transactions contemplated by this Agreement. (g) All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the intervention of any person acting on behalf of Purchaser in such manner as to give rise to any valid claim against the Company for any brokerage or finder's commission, fee or similar compensation.

Representations of Purchaser. As an inducement to the Company to enter into this Agreement, Purchaser hereby represents and warrants to the Company that: (a) Purchaser is acquiring Purchaser, in making the decision to purchase the Purchased Shares to be purchased pursuant to this Agreement for investment purposesand receive the Additional Securities, for Purchaser's own account and with no present intention of distributing has not relied upon any oral or reselling written representations or assurances from the Shares in any transactions which would be in violation of the securities laws of the United States of America Company or any state thereof of its officers, directors, partners or the insurance laws of employees or any state thereofother representatives or agents. (b) This Agreement has been validly authorized, executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Purchaser does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Purchaser is an "accredited investor" as such term a party which would prevent the Purchaser from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Purchaser is defined in Rule 501(a) of Regulation D under the Securities Act. Purchaser has conducted its own investigation with respect to the Company, has received all information that it believes is necessary and appropriate in connection with its purchase of the Shares and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Sharessubject. (c) Purchaser is aware that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration or qualification an “accredited investor” as defined by Rule 501 under the Securities Act and any applicable state securities lawsof 1933, except pursuant to an exemption from such registration or qualification under as amended (the “Securities Act and any applicable state securities laws. Purchaser is aware that the Company has no obligation to register the Shares for resale except pursuant to Sections 9 through 13 of this AgreementAct”). (d) Purchaser is a corporation duly incorporated, validly existing and in good standing under acknowledges that it has had the laws of the jurisdiction of its incorporation and has all requisite power and authority opportunity to enter into and perform its obligations under review this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of by this Agreement by with the Purchaser’s own legal counsel and investment and tax advisors. Purchaser is familiar with the business, the performance by Purchaser of its obligations hereunder management, financial condition and the consummation by Purchaser affairs of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtCompany. (e) Purchaser has sufficient cash available to it to consummate reviewed the purchase documents of the Shares contemplated hereby without Company filed with the need for any financing other than that which is already available or committed to Purchaser without material condition; provided that Purchaser hereby expressly acknowledges Securities and agrees that Exchange Commission (“Company Filings”), including the ability of Purchaser to obtain the necessary funds from such financing shall not be a condition proxy statement relating to the consummation Meeting, and Purchaser understands the content of the transactions contemplated herebyCompany Filings and the risks described about an investment in the Company. (f) Neither Purchaser has been advised that the execution New Shares, if any, and delivery of this Agreement, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of any of the provisions of, or constitutes a default (or event which with the giving of notice or lapse of time or both, would become a default) under, any material indenture, mortgage, lease or loan agreement to which Purchaser is bound or violates any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which Purchaser is subject. No notice to, filing with or authorization, consent or approval of, any government or governmental agency by Purchaser is necessary for the consummation of the transactions contemplated by the Agreement, except that Purchaser will be required to file a Form 4 and an amendment to Schedule 13D Additional Securities have not been registered under the Securities Exchange Act of 19341933, as amended (the "Exchange Act"), after consummation of the transactions contemplated by this Agreementamended. (g) All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the intervention of any person acting on behalf of Purchaser in such manner as to give rise to any valid claim against the Company for any brokerage or finder's commission, fee or similar compensation.

Representations of Purchaser. As an inducement to the Company to enter into this Agreement, Purchaser represents and warrants to the Company thatSeller as follows: (a) Purchaser is acquiring the Shares has full power and authority to be purchased pursuant to enter into and perform this Agreement for investment purposesand the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and constitute a legal, for Purchaser's own account valid and binding and enforceable obligation against Purchaser in accordance with no present intention its terms, subject to the limitations of distributing or reselling the Shares in any transactions which would be in violation of the securities laws of the United States of America or any state thereof or the insurance laws of any state thereofpublic policy, bankruptcy and equitable principles generally. (b) Purchaser is a sophisticated investor that is an "“accredited investor" as such term is defined in ” within the meaning of Rule 501(a) of Regulation D 501 under the Securities Act. Purchaser has conducted its own investigation with respect to Act or a “qualified institutional buyer” within the Company, has received all information that it believes is necessary and appropriate in connection with its purchase meaning of Rule 144A under the Shares Act and has knowledge and experience in financial and business matters such that it and is capable of evaluating the merits and risks of the its investment in the SharesSecurities and is able to bear the economic risk of such investment. (c) Purchaser is aware acknowledges that the Shares may offer and sale of the Securities pursuant to this Agreement have not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration or qualification been registered under the Securities Act and Act, or under any applicable state securities blue sky laws, except pursuant to an exemption from such registration or qualification under the Securities Act and any applicable state securities laws. Purchaser is aware that the Company has no obligation to register the Shares for resale except pursuant to Sections 9 through 13 of this Agreement. (d) Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of will not to Purchaser. This Agreement has been duly executed and delivered by Purchaser. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except ’s knowledge (i) as limited by violate any provision of any existing law, statute, rule, regulation or ordinance applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and to Purchaser or (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which conflict with, result in any proceeding therefor may be brought. (e) Purchaser has sufficient cash available to it to consummate the purchase of the Shares contemplated hereby without the need for any financing other than that which is already available or committed to Purchaser without material condition; provided that Purchaser hereby expressly acknowledges and agrees that the ability of Purchaser to obtain the necessary funds from such financing shall not be a condition to the consummation of the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of any of the provisions of, or constitutes constitute a default under (A) any order, writ, judgment, award or event which with the giving decree of notice any court, governmental authority, bureau or lapse of time or both, would become a default) under, any material indenture, mortgage, lease or loan agreement agency to which Purchaser is a party or by which Purchaser may be bound or violates (B) any statute, regulation, rule, judgment, order, decree contract or other restriction of any government, governmental agency agreement or court undertaking to which Purchaser is subject. No notice to, filing with a party or authorization, consent or approval of, any government or governmental agency by which Purchaser is necessary for the consummation of the transactions contemplated by the Agreement, except that Purchaser will may be required to file a Form 4 and an amendment to Schedule 13D under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after consummation of the transactions contemplated by this Agreementbound. (g) All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the intervention of any person acting on behalf of Purchaser in such manner as to give rise to any valid claim against the Company for any brokerage or finder's commission, fee or similar compensation.

Representations of Purchaser. As an inducement to the Company to enter into this Agreement, Purchaser hereby represents and warrants to the Company that: Agent as follows: (a) Purchaser the Stock Purchase Agreement is acquiring in full force and effect and has not been modified, and Borrower is entitled to the Shares to be purchased pursuant to this Agreement for investment purposes, for Purchaser's own account and with no present intention of distributing or reselling the Shares in any transactions which would be in violation of the securities laws of the United States of America or any state thereof or the insurance laws of any state benefits thereof. ; (b) Purchaser is an "accredited investor" as such term is defined in Rule 501(ano default (or event which would with the giving of notice or the passage of any applicable grace or notice and cure period might become a default) of Regulation D exists under the Securities Act. Stock Purchase Agreement; (c) there are no setoffs, defenses or counterclaims in favor of Purchaser has conducted its own investigation with respect to the CompanyStock Purchase Agreement, has received all information and to the extent that it believes is necessary any such setoffs, defenses or counterclaims might be alleged to exist, the same are hereby waived and appropriate in connection with its purchase of the Shares and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares. (c) Purchaser is aware that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration or qualification under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration or qualification under the Securities Act and any applicable state securities laws. Purchaser is aware that the Company has no obligation to register the Shares for resale except pursuant to Sections 9 through 13 of this Agreement. released by Purchaser; (d) Purchaser is a corporation duly incorporatedthe execution, validly existing delivery and in good standing under the laws performance of the jurisdiction of its incorporation Stock Purchase Agreement and has all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate are within the transactions contemplated hereby. The execution and delivery authority of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action necessary proceedings on the part of Purchaser. This , do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which Purchaser is subject or any judgment, order, writ, injunction, license or permit applicable to Purchaser, do not and will not conflict with or constitute a default (with the passage of time or the giving of notice or both) under any provision of the organizational documents of, or any mortgage, indenture, agreement, contract or other instrument binding upon Purchaser or any of its properties; and (e) this Agreement has been duly executed and delivered by Purchaser. This the Stock Purchase Agreement constitutes a legal, constitute the valid and legally binding obligation obligations of Purchaser, Purchaser enforceable against it in accordance with its termstheir respective terms and provisions, except (i) as enforceability is limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and bankruptcy or other similar laws of general application relating to or affecting generally the enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (e) Purchaser has sufficient cash available to it to consummate the purchase of the Shares contemplated hereby without the need for any financing other than that which is already available or committed to Purchaser without material condition; provided that Purchaser hereby expressly acknowledges and agrees that the ability of Purchaser to obtain the necessary funds from such financing shall not be a condition to the consummation of the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of any of the provisions of, or constitutes a default (or event which with the giving of notice or lapse of time or both, would become a default) under, any material indenture, mortgage, lease or loan agreement to which Purchaser is bound or violates any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which Purchaser is subject. No notice to, filing with or authorization, consent or approval of, any government or governmental agency by Purchaser is necessary for the consummation of the transactions contemplated by the Agreement, except that Purchaser will be required to file a Form 4 and an amendment to Schedule 13D under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after consummation of the transactions contemplated by this Agreement. (g) All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the intervention effect of any person acting on behalf general principles of Purchaser in such manner as to give rise to any valid claim against the Company for any brokerage or finder's commission, fee or similar compensationequity.

Representations of Purchaser. As an inducement to the Company to enter into this Agreement, Purchaser hereby represents and warrants to the Company that: (a) This Agreement has been validly authorized, executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Purchaser does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Purchaser is acquiring the Shares to be purchased pursuant to this Agreement for investment purposes, for Purchaser's own account and with no present intention of distributing or reselling the Shares in any transactions a party which would be in violation of prevent the securities laws of Purchaser from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the United States of America or any state thereof or the insurance laws of any state thereofPurchaser is subject. (b) Purchaser is an "“accredited investor" ” as such term is defined in by Rule 501(a) of Regulation D 501 under the Securities Act. Purchaser has conducted its own investigation with respect to the Company, has received all information that it believes is necessary and appropriate in connection with its purchase of the Shares and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares. (c) Purchaser is aware acknowledges that it has had the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration or qualification under opportunity to review this Agreement and the Securities Act transactions contemplated by this Agreement with the Purchaser’s own legal counsel and any applicable state securities laws, except pursuant to an exemption from such registration or qualification under the Securities Act investment and any applicable state securities lawstax advisors. Purchaser is aware that familiar with the Company has no obligation to register business, management, financial condition and affairs of the Shares for resale except pursuant to Sections 9 through 13 of this AgreementCompany. (d) Purchaser is a corporation duly incorporated, validly existing and in good standing under has reviewed the laws documents of the jurisdiction of its incorporation Company filed with the Commission (the “Company Filings”), including the definitive proxy statement relating to the Meeting and has all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Purchaserany supplement thereto (collectively, the performance by “Proxy Statement”), and Purchaser understands the content of its obligations hereunder the Company Filings and the consummation by Purchaser of risks described about an investment in the transactions contemplated hereby have been duly authorized by all requisite action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtCompany. (e) Purchaser has sufficient cash available to it to consummate the purchase of the Shares contemplated hereby without the need for any financing other than that which is already available or committed to Purchaser without material condition; provided that Purchaser hereby expressly acknowledges and agrees been advised that the ability of Purchaser to obtain New Shares, if any, and the necessary funds from such financing shall Additional Securities have not be a condition to the consummation of the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of any of the provisions of, or constitutes a default (or event which with the giving of notice or lapse of time or both, would become a default) under, any material indenture, mortgage, lease or loan agreement to which Purchaser is bound or violates any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which Purchaser is subject. No notice to, filing with or authorization, consent or approval of, any government or governmental agency by Purchaser is necessary for the consummation of the transactions contemplated by the Agreement, except that Purchaser will be required to file a Form 4 and an amendment to Schedule 13D been registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after consummation of the transactions contemplated by this Agreement. (g) All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the intervention of any person acting on behalf of Purchaser in such manner as to give rise to any valid claim against the Company for any brokerage or finder's commission, fee or similar compensation.

Representations of Purchaser. As an inducement to the Company to enter into this Agreement, Purchaser represents and warrants to the Company thatand covenants with Seller as follows: (a) Purchaser is acquiring the Shares to be purchased pursuant to this Agreement for investment purposes, for Purchaser's own account and with no present intention of distributing or reselling the Shares in any transactions which would be in violation of the securities laws of the United States of America or any state thereof or the insurance laws of any state thereof. (b) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act. Purchaser has conducted its own investigation with respect to the Company, has received all information that it believes is necessary and appropriate in connection with its purchase of the Shares and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares. (c) Purchaser is aware that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration or qualification under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration or qualification under the Securities Act and any applicable state securities laws. Purchaser is aware that the Company has no obligation to register the Shares for resale except pursuant to Sections 9 through 13 of this Agreement. (d) Purchaser is a corporation limited partnership duly incorporatedformed, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Delaware and has all requisite power and authority to acquire the Membership Interest, to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of carry out the transactions contemplated hereby have been duly authorized by all requisite action on the part of Purchaserand thereby. This Agreement has been and all documents executed by Purchaser which are to be delivered to Seller at or prior to the Closing are or at the time of Closing will be duly executed authorized, executed, and delivered by Purchaser. This Agreement constitutes a Purchaser (or the Company in the case of the Lease Agreement), are or at the time of Closing will be legal, valid and binding obligation obligations of Purchaser, Purchaser (or the Company in the case of the Lease Agreement) enforceable against it in accordance with its their terms; (b) Purchaser (A) is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, except as amended (ithe “Act”), (B) as limited by applicable bankruptcyhas no need for liquidity with respect to the Membership Interest, insolvency(C) is able to bear the economic risks of an investment in the Membership Interest for an indefinite period, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (iiD) is able to afford a complete loss of such investment. The persons making the availability decision to invest on behalf of Purchaser have such knowledge and experience in financial, real estate and business matters to enable them to utilize the information made available to them in connection with the acquisition of the remedy Membership Interest, to evaluate the merits and risks of specific performance the prospective investment in the Membership Interest and to make an informed business decision with respect thereto. (c) Purchaser recognizes that an investment in the Membership Interest involves significant risks including those risks which are associated with the investment in real estate. (d) Purchaser understands that the Membership Interest have not been registered under the Act, in reliance upon an exemption therefrom for nonpublic offerings and understands that no documents or injunctive instruments have been filed with or other forms reviewed by any state securities administrators because of equitable relief may be subject to equitable defenses and would be subject the representations made by the Company as to the discretion private or limited nature of the court before which any proceeding therefor may be broughtoffering. (e) Purchaser has sufficient cash available to it to consummate the purchase of the Shares contemplated hereby without the need for any financing other than that which is already available or committed to Purchaser without material condition; provided that Purchaser hereby expressly acknowledges and agrees understands that the ability Membership Interest are restricted securities and acknowledges that it will not sell, transfer or otherwise dispose of Purchaser its Membership Interest without registration thereof under the Act and applicable state securities laws, or pursuant to obtain the necessary funds from such financing shall not be a condition to the consummation of the transactions contemplated herebyan exemption therefrom. (f) Neither The Membership Interest are being purchased solely for Purchaser’s own account for investment purposes only and not for the execution account of any other person and delivery not for distribution, assignment or resale to others. (g) There are no actions, proceedings or investigations pending involving Purchaser which question the validity of this Agreement, nor the consummation of the transactions contemplated hereby conflicts with Agreement or results in a breach of any of the provisions of, or constitutes a default (or event which with the giving of notice or lapse of time or both, would become a default) under, any material indenture, mortgage, lease or loan agreement adversely affect Purchaser’s ability to which Purchaser is bound or violates any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which Purchaser is subject. No notice to, filing with or authorization, consent or approval of, any government or governmental agency by Purchaser is necessary for the consummation of the transactions contemplated by the Agreement, except that Purchaser will be required to file a Form 4 and an amendment to Schedule 13D under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after consummation of consummate the transactions contemplated by this Agreement or the Lease Agreement.; (gh) All negotiations relating to The execution, delivery and performance by Purchaser of this Agreement and the transactions contemplated hereby have been carried on without the intervention will not violate, or constitute a default under, any provision of Purchaser’s partnership agreement or of any person acting agreement or other instruments to which Purchaser is a party or by which Purchaser or any of its property is bound; and (i) Purchaser agrees to use its reasonable efforts to satisfy all conditions set forth in subsection 7(b) of this Agreement on behalf of Purchaser in such manner as or prior to give rise to any valid claim against the Company for any brokerage or finder's commission, fee or similar compensationClosing Date.

Representations of Purchaser. As an inducement to the Company to enter into this Agreement, (a) Purchaser represents and warrants to the Company Seller that: (a1) Purchaser is acquiring duly organized and legally existing in the Shares state of its formation and is duly qualified to be purchased pursuant to do business in the State of California and the execution and delivery by Purchaser of, and Purchaser's performance under, this Agreement, are within Purchaser's corporate powers and Purchaser (and the person(s) executing this Agreement for investment purposes, for on behalf of Purchaser's own account ) has the corporate authority to execute and with no present intention of distributing or reselling the Shares in any transactions which would be in violation of the securities laws of the United States of America or any state thereof or the insurance laws of any state thereof. (b) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act. Purchaser has conducted its own investigation with respect to the Company, has received all information that it believes is necessary and appropriate in connection with its purchase of the Shares and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares. (c) Purchaser is aware that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration or qualification under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration or qualification under the Securities Act and any applicable state securities laws. Purchaser is aware that the Company has no obligation to register the Shares for resale except pursuant to Sections 9 through 13 of deliver this Agreement. (d2) Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser. This Agreement constitutes a the legal, valid and binding obligation of Purchaser, Purchaser enforceable against it in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other moratorium or similar laws or equitable principles affecting or limiting the rights of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtcontracting parties generally. (e3) Purchaser has sufficient cash available to it to consummate the purchase of the Shares contemplated hereby without the need for any financing other than that which is already available or committed to Purchaser without material condition; provided that Purchaser hereby expressly acknowledges and agrees that the ability of Purchaser to obtain the necessary funds from such financing shall not be a condition to the consummation of the transactions contemplated hereby. (f) Neither the execution and delivery Performance of this Agreement, nor the consummation of the transactions contemplated hereby conflicts with or results Agreement will not result in a any breach of any of the provisions of, or constitutes a constitute any default (or event which with the giving of notice or lapse of time or both, would become a default) under, any material indenture, mortgage, lease agreement or loan agreement other instrument to which Purchaser is bound or violates any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which Purchaser is subject. No notice to, filing with or authorization, consent or approval of, any government or governmental agency by Purchaser is necessary for the consummation of the transactions contemplated by the Agreement, except that Purchaser will be required to file a Form 4 and an amendment to Schedule 13D under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after consummation of the transactions contemplated by this Agreementparty. (g4) All negotiations relating Purchaser (i) is not in receivership or dissolution, (ii) has not made any assignment for the benefit of creditors, (iii) has not admitted in writing its inability to pay its debts as they mature, (iv) has not been adjudicated a bankrupt, and (v) has not filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy law, or any other similar law or statute of the United States or any state, and does not have any such petition filed against Purchaser. (b) If Seller is aware or reasonably believes that any of the representations contained in Section 10(a) is not true and correct in any material respect as of the date hereof or at Closing, Seller may, at its option, (i) waive such misrepresentations and close this transaction, or (ii) terminate this Agreement by written notice thereof to Purchaser and to Escrow Holder and the transactions contemplated Deposit shall be paid to Seller, in which event the parties shall have no further right or obligation hereunder except as specifically provided herein. Seller hereby have been carried acknowledges and agrees that, upon the Close of Escrow, any claim of Seller that any representation of Purchaser herein is not true and correct shall be automatically waived in full by Seller, provided the information or basis from which any such claim arises is known to Seller on without or prior to the intervention Closing. (c) The representations of Purchaser herein shall survive the Close of Escrow for a period of one (1) year. Any claim of Seller based on an alleged breach or failure of any person acting on behalf of Purchaser in Purchaser's representations of which Seller had no knowledge as of the Closing shall be made within one (1) year following the Closing or shall automatically be null, void and of no force or effect whatsoever. For purposes hereof, a claim shall be deemed "made" only upon an official filing of an action with respect to such manner as to give rise to any valid claim against the Company for any brokerage or finder's commission, fee or similar compensationwith a court of competent jurisdiction.

Representations of Purchaser. As an inducement to the Company to enter into this Agreement, The Purchaser represents and warrants to to, and covenants with, the Company thatas follows: (a) Purchaser is acquiring the Shares to be purchased pursuant to this Agreement for investment purposes, for Purchaser's own account and with no present intention of distributing or reselling the Shares in any transactions which would be in violation of the securities laws of the United States of America or any state thereof or the insurance laws of any state thereof. (b) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act. Purchaser has conducted its own investigation with respect to the Company, has received all information that it believes is necessary and appropriate in connection with its purchase of the Shares and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares. (c) Purchaser is aware that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration or qualification under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration or qualification under the Securities Act and any applicable state securities laws. Purchaser is aware that the Company has no obligation to register the Shares for resale except pursuant to Sections 9 through 13 of this Agreement. (d) The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and British Virgin Islands. (b) The Purchaser has all the requisite corporate power and authority to enter into execute and perform its deliver this Agreement. (c) This Agreement has been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement constitutes the legal, valid and binding obligations under of the Purchaser, enforceable in accordance with the terms hereof, except as enforceability may be limited by applicable bankruptcy,, insolvency or similar laws affecting the enforcement of creditors' rights generally. (d) Neither the execution or delivery of this Agreement Agreement, nor fulfillment of or compliance with the terms and provisions hereof and thereof, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, the Articles of Incorporation or By-laws of the Purchaser, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Purchaser is subject. (e) The Purchaser has obtained all consents, approvals and authorizations, and made all necessary declarations and filings, and provided all notices, required to consummate the transactions contemplated hereby. The execution and delivery of by this Agreement by Purchaser, in the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (e) Purchaser has sufficient cash available to it to consummate the purchase of the Shares contemplated hereby without the need for any financing other than that which is already available or committed to Purchaser without material condition; provided that Purchaser hereby expressly acknowledges and agrees that the ability of Purchaser to obtain the necessary funds from such financing shall not be a condition to the consummation of the transactions manner contemplated hereby. (f) Neither The Purchaser is purchasing the execution and delivery Shares solely for investment purposes, with no present intention of this Agreement, nor the consummation of the transactions contemplated hereby conflicts with distributing or results in a breach of reselling any of the provisions of, Shares or constitutes a default (or event which with any interest therein. The Purchaser acknowledges that the giving of notice or lapse of time or both, would become a default) under, any material indenture, mortgage, lease or loan agreement to which Purchaser is bound or violates any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which Purchaser is subject. No notice to, filing with or authorization, consent or approval of, any government or governmental agency by Purchaser is necessary for the consummation of the transactions contemplated by the Agreement, except that Purchaser will be required to file a Form 4 and an amendment to Schedule 13D Shares have not been registered under the Securities Exchange Act of 19341933, as amended (the "Exchange Securities Act"), after consummation of the transactions contemplated by this Agreement. (g) All negotiations The Purchaser is aware of the applicable limitations under the Securities Act relating to this Agreement a subsequent sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance of the Shares. The Purchaser further acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. (h) The Purchaser is an accredited investor as defined in Rule 501 (a) of Regulation D adopted under the Securities Act. (i) The Purchaser has received from the Company adequate access to financial and other information concerning the Company and the transactions contemplated hereby have been carried on without Common Stock, and the intervention Purchaser has had the opportunity to ask questions of any person acting on behalf of Purchaser in such manner as to give rise to any valid claim against and receive answers from the Company concerning the Common Stock and to obtain therefrom any additional information necessary to make an informed decision regarding the acquisition of the Shares. (j) The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Shares. The investment in the Shares is suitable for any brokerage or finderthe Purchaser upon the basis of the facts regarding the Purchaser's commissionother security holdings, fee or similar compensationfinancial situation and needs. (k) The Purchaser realizes that the Company is relying on the validity of the Purchaser's representations and agreements contained herein in issuing the Shares to the Purchaser without registration under the Securities Act.