1. PURCHASE AND SALE OF STOCK

1.1 Sale and Issuance of Common Stock

1.2 Closing

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

2.1 Organization, Good Standing and Qualification

2.2 Capitalization and Voting Rights

2.3 Subsidiaries

2.4 Authorization

2.5 Valid Issuances of Common Stock

2.6 Compliance with Law and Charter Documents

2.7 Compliance with Other Instruments, None Burdensome, Etc

2.8 Government Consent, Etc

2.9 Offering

2.10 Litigation

2.11 Agreements; Action

2.12 Related Party Transactions

2.13 Environmental and Safety Laws

2.14 Status of Proprietary Assets

2.15 Material Agreements

2.16 Disclosure

2.17 Registration Rights

2.18 Tax Status

2.19 Employees

2.20 Insurance

2.21 Title to Property and Assets

2.22 Financial Statements

2.23 SEC Documents, Financial Statements

2.24 No Integrated Offering

2.25 Year _________

3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

3.1 Authorization

…… 此处隐藏0字 ……

3.2 Purchase Entirely for Own Account

3.3 Disclosure of Information

3.4 Investment Experience

3.5 Accredited Investor

3.6 Restricted Securities

3.7 Legends

4. COVENANTS AND AGREEMENTS