whereas : now, therefore, the parties hereto agree as follows : ( a ) none of the shares have been registered under the 1933 act, or under any state securities or “ blue sky ” laws of any state of the united states, and, unless so registered, may not be offered or sold in the united states or, directly or indirectly, to u. s. persons, as that term is defined in regulation s under the 1933 act ( “ regulation s ” ), except in accordance with the provisions of regulation s, pursuant to an effective registration statement under the 1933 act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 act ; ( c ) the company has not undertaken, and will have no obligation, to register any of the shares under the 1933 act ; ( d ) the decision to execute this agreement and acquire the shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the company, and such decision is based entirely upon a review of information ( the receipt of which is hereby acknowledged ) which has been filed by the company with the united states securities and exchange commission and in compliance, or intended compliance, with applicable securities legislation ( collectively, the “ public record ” ) ; ( e ) no securities commission or similar regulatory authority has reviewed or passed on the merits of the shares ; ( f ) there is no government or other insurance covering the shares ; ( g ) kourafalos and its advisor ( s ) have had a reasonable opportunity to ask questions of and receive answers from the company in connection with the distribution of the shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the company ; ( h ) the books and records of the company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by kourafalos during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the shares hereunder have been made available for inspection by kourafalos, its attorney and / or advisor ( s ) ; ( i ) the company is entitled to rely on the representations, warranties, statements and answers of kourafalos contained in this agreement ; ( j ) kourafalos will indemnify and hold harmless the company and, where applicable