Amendment Ii To The Lease Agreement Between: Fill & Download for Free

Yes. The Soviet Union and then Russia paid off the Lend-Lease debt in full.First of all, the US received much needed goods and equipment from the USSR (and other countries) in what was termed “reverse lend-lease.” Even before the Second World War had ended, other nations began sending Washington essential raw materials valued at nearly 20% of the materials and weapons the US had shipped overseas. Specifically, the USSR provided 32,000 tons of manganese and 300,000 tons of chrome ore, which were highly prized by the military industry. Suffice it to say that when German industry was deprived of the manganese from the rich deposits in Nikopol as a result of the Soviet Nikopol–Krivoi Rog Offensive in February 1944, the 150-mm frontal armor on the German “Royal Tiger” tanks turned to be much more vulnerable to Soviet artillery shells than the 100-mm armor plate previously found on the ordinary Tiger tanks.In addition, the USSR paid for the Allied shipments with gold. In fact, one British cruiser, the HMS Edinburgh, was carrying 5.5 tons of that precious metal when it was sunk by German submarines in May 1942.The HMS Edinburgh's wrecked stern after being struck by a torpedo on 30 April 1942.The Soviet Union also returned much of the weaponry and military equipment after the war, as stipulated under the Lend-Lease agreement. In exchange they were issued an invoice for $1,300 million. Given the fact that Lend-Lease debts to most nations had been written off, this seemed like highway robbery, and Stalin demanded that the “Allied debt” be recalculated.Subsequently the Americans were forced to admit their error, but they inflated theinterest owed in the grand total, and the final amount, including that interest, came to $722 million, a figure that was accepted by the USSR and the US under a settlement agreement signed in Washington in 1972. Of this amount, $48 million was paid to the US in three equal installments in 1973, but subsequent payments were cut off when the US introduced discriminatory practices in their trade with the USSR (in particular, the notorious Jackson-Vanik Amendment).The parties did not return to the discussion of Lend-Lease debt until June 1990, during a new round of negotiations between Presidents George Bush Sr. and Mikhail Gorbachev, during which a new deadline was set for the final repayment – which would be in 2030 – and the total outstanding debt was acknowledged to be $674 million.After the collapse of the Soviet Union, its debts were categorized as either sovereign debt (the Paris Club) or debts to private banks (London Club). The Lend-Lease debt was a liability owed to the US government and is part of the Paris Club debt, which Russia repaid in full in August 2006.By comparison, Great Britain - the US's closest ally - paid off its Lend-Lease debt 4 months later, on the 29th of December 2006.Lend-Lease was not charity. In June 1941 Harry Truman was quoted in the pages of New York Times saying, “If we see that Germany is winning the war, we ought to help Russia; and if that Russia is winning, we ought to help Germany, and in that way let them kill as many as possible …”Source: WWII lend-lease: was the US aid that helpful? (II)The Unknown War in the Northern PacificHarry S. Truman: Decisive President

Seems like the Cold War is back in fashion againWhen did it start? What were its pivotal moments? How did it wind down? -Get some popcorn, queue up Cold War Music, and fasten your seat belts.​​​Japan's December 7, 1941 attack on Pearl Harbor was a defining moment not only for WWII, but also for the subsequent Cold War. This may seem shocking today, but even after the 1940 fall of France, the Battle of Britain and Germany's attempted (and failed) blitzkrieg in the USSR, the US public was neutral and did not favor sending troops overseas, or taking serious responsibility for the safety of major shipping routes far from North America. The US did not have a huge military and could not justify large military spending. This all changed on December 7, 1941 ("a date which will live in infamy"), and four days later Germany declared war against the United States.​​To be fair, the Roosevelt administration apparently anticipated the needed military build-up. The US also previously started economic help to the UK (seeing the British resolve in the Attack on Mers-el-Kébir) and to the Soviet Union. The Lend-Lease (which ramped up by the end of 1941) was a major effort to prop up the Soviet economy during the German onslaught and prevent the collapse of the Red army, while the Soviet industry was being relocated to the Ural mountains.When it became clear that the Axis (Nazi Germany, Fascist Italy and Imperial Japan) would not win the war, the Allies (US, UK and USSR) met at the 1943 Tehran Conference to plan ahead and outline how Europe could be partitioned into spheres of influence. This can be illustrated by the Percentages agreementThe Percentages agreement was an agreement between Soviet premier Joseph Stalin and British prime minister Winston Churchill during the Fourth Moscow Conference on October 1944, about how to divide various European countries into spheres of influence...Winston Churchill (not Stalin) proposed the agreement, under which the UK and USSR agreed to divide Europe into spheres of influence, with one country having "predominance" in one sphere, and the other country would have "predominance" in another sphere. According to Churchill's account of the incident, Churchill suggested that the Soviet Union should have 90 percent influence in Romania and 75 percent in Bulgaria; the United Kingdom should have 90 percent in Greece; and they should have 50 percent each in Hungary and Yugoslavia. Churchill wrote it on a piece of paper which he pushed across to Stalin, who ticked it off and passed it back. The result of these discussions was that the percentages of Soviet influence in Bulgaria and, more significantly, Hungary were amended to 80 percent. Churchill called it a "naughty document".Such political agreements were finalized at the 1945 Yalta Conference, including the partitioning of Berlin. However, the actual progress on the battlefield was still important. Among direct consequences of the Percentages agreement were the Tito–Stalin Split and the unique status that Yugoslavia enjoyed during the Cold War - under the communist party, but not a Soviet dependent and more free-market than the Eastern Europe.WWII did not end with the End of World War II in Europe. The US overwhelmed Japan in the Pacific, but wanted to avoid fighting in the Japanese mainland and the inevitable huge casualties. One of the instruments was the Atomic bombings of Hiroshima and Nagasaki, but it did not seem to impress the Japanese Supreme Command (because the immediate destruction was comparable with the effects of massive American firebombings that occurred weekly). They were, however, impressed, by the Soviet invasion of Manchuria (violating the Soviet–Japanese Neutrality Pact and taking many Japanese prisoner), which was followed by the Surrender of Japan to the US. In the days after, the USSR quickly annexed South Sakhalin and the Kuril islands, to which Japan still lays claim.Winston Churchill, Franklin D. Roosevelt and Joseph Stalin may have looked like best friends at the Yalta Conference in February 1945. But they considered the peaceful coexistence of their countries to be impossible, for non-negotiable reasons.​​​​Even before the war ended, the Soviets deployed The Thing:Theremin's device was used by the Soviet Union to spy on the United States. The device was embedded in a carved wooden plaque of the Great Seal of the United States. On August 4, 1945, a delegation from theYoung Pioneer organization of the Soviet Union presented the bugged carving to U.S. Ambassador W. Averell Harriman, as a "gesture of friendship" to the USSR's World War II ally. It hung in the ambassador's Moscow residential study until it was exposed in 1952 during the tenure of Ambassador George F. Kennan. The existence of the bug was accidentally discovered by a British radio operator who overheard American conversations on an open radio channel as the Soviets were beaming radio waves at the ambassador's office. The Department of State found the device in the Great Seal carving after an exhaustive search of the American Embassy, and Peter Wright, a British scientist and later MI5 counterintelligence officer, eventually discovered how it worked.The Thing was demonstrated by the US to the United Nations in the 1960s.​​Such Cold War cat-and-mouse games continued for a long time, including the 1978 Bulgarian umbrella (KGB-assisted poisoning of Bulgarian exile Georgi Markov in London with a sharp umbrella tip). They were aptly captured by the numerous James Bond (agent 007) films, produced regularly since 1962.​​The UN was created in 1946 trying to address the failure of the League of Nations to stop WWII. A particularly important construct was the UN Security Council, with five permanent members - the USSR, the USA, China, the UK, and France - holding veto power. Ukraine and Belarus were included as founding UN members in recognition of their sacrifices in WWII, although Stalin wanted all Soviet Republics to be (voting) members. The creation of Israel by the UN quickly lead to wars between Israel and Arab neighbors. While the USSR initially supported the creation of Israel, it turned against it in several short years (as Stalin alleged the doctors' plot - Jewish doctors who were out to kill him), and instead supported Arab countries.The stability and prosperity in Europe today, as well as the creation of the European Union in the 1980s, are largely due to the Marshall PlanThe Marshall Plan (officially the European Recovery Program, ERP) was an American initiative to aid Europe, in which the United States gave $13 billion (approximately $130 billion in current dollar value as of August 2015) in economic support to help rebuild European economies after the end of World War II. The plan was in operation for four years beginning in April 1948. The goals of the United States were to rebuild war-devastated regions, remove trade barriers, modernize industry, make Europe prosperous again, and prevent the spread of communism.The Marshall Plan required a lessening of interstate barriers, a dropping of many petty regulations constraining business, and encouraged an increase in productivity, labour union membership, as well as the adoption of modern business procedures.The Chinese Communist Revolution (1949) was hugely significant for the Cold war, and was followed by the Korean War (1950-53), which was a major test for the UN, but ended roughly where it started, except for huge casualties and massive devastation. While the US withdrew most of its troops from Europe after WWII, the Korean war forced the US to re-evaluate its military posture and assume much greater responsibility for world security.The USSR matched the US nuclear weapons within four years (Soviet atomic bomb project), but the Cold war really started with the creation of NATO (1949) and the Warsaw Pact (1955). The Turkish Straits crisis led to Turkey's joining NATO in 1952. While on the surface, the military stand-off was between two military blocks, the Cold War was "fought" over the supremacy of the economic models - the USSR was building a communist society according to the teachings of Marx, Engels and Lenin, while the West was opening global trade and freeing the markets. With the war being "cold" (no direct fighting), the outcome would eventually be decided by economics.The US presidency of Dwight Eisenhower (1953-1961) - the supreme Allied Commander in Europe 1943-45 and, later, the military administrator of US-occupied Europe - undoubtedly contributed to the US posture during the Cold war and the Soviet perception of the US. He famously warned the public that the US military–industrial complex was getting strong enough to influence US foreign policy. The aggressive US foreign policy at the time can be illustrated by the successful 1953 Iranian coup d'état organized by the CIA and the botched 1961 Bay of Pigs Invasion, also organized by the CIA (in response to the Cuban Revolution in the mid 1950s). The USSR easily matched that by suppressing the Hungarian Revolution in 1956 and spearheading the Warsaw Pact invasion of Czechoslovakia in 1968 to suppress an anti-Communist uprising. This led to the Brezhnev Doctrine, the 1978 communist coup in Afghanistan which was about to fail, and the subsequent Soviet invasion of Afghanistan in 1979.Joseph Stalin died in 1953. Soviet domestic and foreign policies became erratic. Lavrentiy Beria, responsible for the NKVD (the precursor of the KGB), holding the Eastern Europe in check, and also for organizing very successful weapon design labs in prison camps (including the development of nuclear weapons) was arrested and executed on trumped up charges of spying for foreign powers. Soviet leadership had enough of dictatorship rule and hoped to distribute power more evenly. This became clear at the 20th Congress of the Communist Party of the Soviet Union (1956), which was such a shock that several high-ranked members of the Communist Party committed suicide after Nikita Khrushchev's speech denouncing Stalin's cult of personality. In March 1958, Khruschev became the Soviet Prime minister - holding both the top party post and the top government post (like Stalin back in the day and Putin today). Stalin's cool approach to foreign policy and WWII-alliance with the US and the UK fell apart when Nikita Khrushchev threw a tantrum at the United Nations on October 12, 1960, using his infamous shoe to illustrate how the Soviets would deal with the capitalists.​​A major development in the 1950s was the post-war Decolonization, during which the numerous colonies of European powers in Africa and East Asia became independent countries. They were generally poor and lacked official ideologies, so the Soviet block and the US-lead block spared no effort (and money) trying to influence those "third-world" countries. They formed the Non-Aligned Movement in the 1960s, but did not escape major turbulence (e.g., Events in Latin America During the Cold War). Also see the List of conflicts related to the Cold War.By the mid 1950s, both the US and the USSR tested thermonuclear weapons, and the main remaining technology issue was the delivery systems.​The first Soviet satellite Sputnik 1 in 1957 and the first human in space (Yuri Gagarin on Vostok 1) were a shock for the US defense establishment because they clearly indicated the feasibility of Intercontinental ballistic missiles and the apparent technological supremacy of the Soviet Union.​​The US response was a huge increase of their R&D funding, as well as a commitment to a mission to the Moon (Apollo program). While the US easily matched first Soviet space missions, the USSR was unable to send a man to the Moon, despite well-funded attempts.​​The US and the USSR started building numerous Strategic bombers, Intercontinental ballistic missiles and Nuclear submarines, starting the enormously expensive Nuclear arms race. Prompted by the fear that the USSR was far ahead in strike weapons (the Bomber gap and the Missile gap), the US developed the Lockheed U-2 that could fly over the USSR and other countries, beyond the reach of fighter planes and air-defense missiles (for a few years).​​​Those overflights triggered two quintessential Cold-war events - the 1960 U-2 incident, where Francis Gary Powers was shot down over the USSR and captured, as well as the 1962 Cuban Missile Crisis, where a U-2 detected Soviet nuclear missiles in Cuba (deployed in response to US nuclear missiles in Turkey). The US responded with a naval blockade of Cuba. The Berlin Crisis of 1961 was another hallmark of the Cold war, resulting in the iconic Berlin Wall. The 1956 Suez Crisis, in which France and the UK sided withIsrael and overpowered Egypt, pushed Arab powers to the Soviet camp.Three events in 1963-64 marked a calming period in the Cold warthe Partial Nuclear Test Ban Treatythe assassination of John F. Kennedythe dismissal of Nikita Khrushchev.By that point, the USSR started experiencing serious economic problems, and apparently the coup against Khrushchev was prompted by his inapt economic policies. He was replaced by Leonid Brezhnev who ruled until his death in 1982. Today, Brezhnev is best remembered for his senility and slurred speech, for having a chest full of medals (many awarded by sycophants and himself), and for presiding over the Era of Stagnation in the 1970s.The calm was relative, given that Britain, France and China developed nuclear weapons of their own by the early 1960s and were busy with frequent tests. The lull in the Cold War was shattered in 1967, when, during the Six-Day War, US-supported Israel had seized the Gaza Strip, the Sinai Peninsula, the West Bank (of the Joran river) and the Golan Heights, growing its territory threefold. The USSR broke diplomatic relations with Israel and blocked all emigration by Jews to Israel. The Arab countries responded by the 1967 Oil Embargo to pressure the economies of oil-importing Western countries. This was followed by the 1973 oil crisis when OPEC cut oil exports (tripling the price of oil in the US) and the 1979 energy crisis caused by the reduction of oil exports after the Iranian Revolution (which was a surprise to both superpowers).​​The Vietnam War heated up in the early 1970s - initially a proxy war between North Vietnam (supported by China and the USSR) and the South Vietnam, it escalated with the direct involvement of the US. The USSR responded by sending advanced weapons systems, especially MiG fighters and very effective air defense, which surprised US forces. The US public, especially university students, protested against US participation and undermined domestic support for the war, which wasn't proceeding well anyway. The US withdrew, essentially losing the war.Anti-Vietnam protests at UC Berkeley:​​While oil prices grew sharply in the 1970s, the USSR ramped up oil exports and laid a network of pipelines toward Europe. This was later followed by a network of gas pipelines - first to Soviet cities, then to Eastern Europe, then to Germany. This brought mega-profits and propped up the Soviet economy, which showed clear signs of trouble. The leadership interpreted this as a great success of the socialist system, and Brezhnev announced in 1971 that the USSR reached the stage of developed socialism, on the way to building a true communist society.The Sino-Soviet split occurred in the 1960s, apparently on ideological grounds, leading to the Sino-Soviet border conflict in 1969. To some extent, this contributed to the US Rapprochement with China and Nixon's visit to China in 1972.The Cold War slowed down for a few years in the mid 1970s, marking joint US-Soviet space exploration (the Apollo–Soyuz Test Project).​​​​In the meantime, the USSR, flush with oil profits, embarked on a major rearmament program. Once again, the Cold War was all about whose economic and political model was stronger, whose science and engineering were better, and whose athletes won more olympic medals. Chess championships were particularly closely watched because having a world champion lead to claims of intellectual superiority (Chess the musical).​During the presidency of Jimmy Carter, who was considered weak on foreign policy and defense, the 1979 Iranian Revolution deprived the USA of a close (albeit corrupted) ally in the Middle East. It was exacerbated by the Iran hostage crisis and soon followed by the Soviet invasion of Afghanistan and the lengthy Soviet–Afghan War. The immediate US response was surprisingly strong. It included a boycot of the 1980 olympic games in Moscow, and a ban on high-technology exports including advanced computers (The Soviet Invasion of Afghanistan and the U.S. Response, 1978-1980). But this paled in comparison to the strategic response that unfurled over the next ten years. Ronald Reagan won the elections with his platform of strength, dramatically increased military spending, and set to deal with the USSR much more aggressively. The US mended relations with the Saudi Arabia and ensured more than sufficient oil production which resulted in the 1980s oil glut and gradually undermined the Soviet economy (which was in the Era of Stagnation, and only held up by oil revenues). The CIA organized armed resistance to the Soviet occupation and covertly provided air-defense weapons that shot down hundreds of Soviet aircraft (Launching the Missile That Made History). The recruitment and training was largely handled by Osama bin Laden's Al-Qaeda organization.​​The death of Leonid Brezhnev in 1982 was somewhat of a shock for the USSR, as this has not happened since the 1953 death of Joseph Stalin. The leadership was so old that the next two general secretaries of the Communist Party (Yuri Andropov and Konstantin Chernenko) died within several years. They were followed by Mikhail Gorbachev in 1985, who was younger and selected as a reformist, given the apparent decline of the Soviet economy.Top Soviet leaders, left to right: Lenin, Stalin, Khrushchev, Brezhnev, Andropov, Chernenko and Gorbachev.​​Throughout the 1980s, the gears of the US response to the Soviet invasion of Afghanistan and Reagan's aggressive policies were turning. When the USSR shot down the Korean Air Lines Flight 007 and denied responsibility, Reagan (a movie actor by trade) publicly called the USSR the Evil empire. Later that year, NATO held comprehensive ten-year military exercise Able Archer 83, which was interpreted by the USSR as a preparation for an all-out attack - 1983 Soviet nuclear false alarm incident.In 1985, Mikhail Gorbachev started a course toward broad reforms in the Soviet Union, but the economy was rotten, the agriculture did not produce enough food, and the military spending was high. The terrible 1986 Chernobyl nuclear-plant disaster was a major loss of face for the USSR - in terms of science, technology, industry, economics and even politically (showing the ineptitude of high officials).​​With their economy deteriorating and oil revenues dwindling, the USSR started taking on considerable debt, much of it to buy agricultural products in the US. Due to belt-tightening, Soviet Union withdrew from Afghanistan in 1988. In the meantime, the resistance to the Soviet control of Eastern Europe was increasing. The Polish trade union Solidarity spearheaded this resistance, to the point where the USSR was massing troops near the Polish border. The invasion was essentially prevented by the financial dependence on the West, and allowing Poland to hold its first presidential elections won by Lech Wałęsa (the leader of Solidarity). With Poland becoming unfriendly to the Soviet Union, the presence of Soviet troops in Eastern Germany was a no-go. The Eastern Germans started marching against the Soviet rule, and the 1990s German reunification was negotiated by the Western German leadership with Gorbachev. The Berlin Wall fell.​​​Czechoslovakia and Hungary freed themselves of the Communist rule at about the same time, with surprisingly little drama. Romania was a little late to the game, but caught up quickly with the brutal killing of its long-time communist leader Nicolae Ceaușescu. It turned out that the official data on total support for the Communist parties and their leaders in Eastern Europe was fake.Next up was the Soviet Union itself. With the increasing Soviet Food Shortages and protests, the security services weakened and the centrifugal forces increased. Watching the events in Poland, Czechoslovakia and E. Germany, the three small Baltic republics annexed by the USSR in 1940 took a firm course toward independence, which they achieved de facto in early 1991 with surprisingly little violence (several dozen dead) - perhaps because the Soviet leadership was under pressure from the West. In the meantime, the prevailing mood in Russia was "let's stop feeding other republics", and Boris Yeltsin took matters in his hands, confronting his mentor Gorbachev and declaring the independence of the Russian Federation from the Soviet Union. The Dissolution of the Soviet Union was accelerated by the August 1991 Soviet coup d'état attempt organized by the KGB bosses when Gorbachev was on vacation in Crimea. This attempt was quashed, with Yeltsin's help, and the Communist party was banned in Russia for several years. Tanks were introduced into Moscow to keep order.​​Ukraine - the second most powerful Soviet republic - declared independence at about the same time (August 1991), and the independence of the three Baltic states was officially recognized by Russia. Other republics followed, and the dissolution of the USSR was finalized by the December 1991 Belavezha Accords.In the aftermath, the post-Soviet space saw economic collapse for the next few days. Countries that were propped by the USSR, such as Cuba, lost their support. The US and Western Europe were able to dramatically reduce military spending and troop counts in Europe, while providing some financial help to Russia and other ex-Soviet countries. The countries of Eastern Europe mostly joined the EU and NATO. Perhaps, the greatest beneficiary of the Cold War was China - starting with Deng Xiaoping, it managed to avoid the destructive influences of the Cold War and maneuver between the two superpowers, while growing its economy.Surprising as it may seem, the outcome of the Cold War is viewed differently in Russia and everywhere else. The US, and most of Europe view the dissolution of the Warsaw pact and the Soviet Union as the natural consequence of its misguided economic policies, militarism, and undemocratic governance. However, current Russian leaders consider those events accidental and blame them on individual leaders like Gorbachev (sometimes calling them traitors).Rather than acknowledge the loss of the Cold War, Russian media is quick to put the blame on the US for Russia's troubled economy in the 1990s (forgetting that the US provided food to Russia for many years, as well as military assistance and even contracts to the Russian space industry to keep it afloat). Key themes in modern Russian politics are "Russia's getting from her knees" and "forcing the US to treat Russia as equal" - nothing sinister on the surface, but the main means to achieve these results is not a strong, reformed economy, but a massive rearmament, including the development of new nuclear weapons, missiles, submarines, tanks and fighter planes. So, are we up for a replay of the Cold War? - not really, because Russia is a shadow of the former USSR, whereas Europe is more united than ever before, and the Western block is much larger than it was during the Cold War. Nevertheless, a replay of the last ten years of the Cold War is looking increasingly likely. In particular, Russian paranoia about NATO betrays the lack of a crisp idea behind which the nation can unite, or at least a compelling vision of the country's future - this is the real crisis, and has nothing to do with other countries.Did I get anything wrong? Miss something important? - I would have loved to include the Iran–Iraq War (since all key Cold-war players were involved), but had to draw a line somewhere.For more details, see the Wikipedia article on the Cold War .

Because these are mostly standard terms that appear in all similar contracts, whereas the things that differentiate one term sheet from another are major points such as the amount to be invested, the valuation of the company, the date of the closing, the allocation of board seats, etc.Those unique parameters are therefore listed up front and are typically the points that are subject to negotiation. In most cases (unless someone is trying to be very cute) the miscellaneous terms and conditions (sometimes referred to as “boilerplate”) will be similar—if not identical—among term sheets from different investors and are therefore included at the end.Representations and Warranties of the Company. By executing this Agreement, the Company makes the following representations, declarations, warranties and covenants to the Subscriber as of the date hereof, with the intent and understanding that the Subscriber will rely thereon:Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and lease its properties, to carry on its business as presently conducted and as presently proposed to be conducted and to carry out the transactions contemplated hereby. The Company is qualified as a foreign corporation in all such other jurisdictions, if any, in which the conduct of its business as presently conducted or as presently proposed to be conducted or its present ownership, leasing or operation of property requires such qualification and where the failure so to have qualified would have a material adverse effect on the Company.Authorization; Issuance. The execution, delivery and performance by the Company of this Agreement have been duly authorized (or will be duly authorized prior to the issuance of the Securities, as applicable) by all requisite corporate action by the Company; and the Transaction Documents have been (or upon delivery will have been) duly executed by the Company and will constitute the valid and binding obligation of the Company, enforceable in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and (ii) general principles of equity that restrict the availability of equitable remedies. The issuance, sale and delivery of the Securities have been duly authorized (or will be duly authorized prior to the issuance of the Securities, as applicable) by all requisite corporate action of the Company.No Conflict; Governmental and Other Consents.The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound (including federal and state securities laws and regulations), (ii) result in the violation of any provision of the certificate of incorporation or bylaws of the Company, and (iii) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under or give to others any rights of termination, amendment, acceleration or cancellation of, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company except in the case of clauses (i) and (iii) to the extent that any such violation, conflict or breach would not be reasonably likely to have a material adverse effect on the business of the Company.No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Securities, except such post-Closing filings as may be required to be made with the SEC and with any state or foreign blue sky or securities regulatory authority.Representations and Warranties of the Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations, warranties and covenants to the Company as of the date hereof, with the intent and understanding that the Company will rely thereon:The Subscriber acknowledges that it has based its decision to invest on the information contained in this Agreement and the confidential term sheet distributed to Subscriber by the Company, and has not been furnished with any other offering literature or prospectus.The Subscriber acknowledges that Subscriber has read, understood and is familiar with the Risk Factors contained herein, is familiar with the nature of risks attending investments of this type, has determined that a purchase of the Securities is consistent with Subscriber’s investment objectives and reasonable in relation to the Subscriber’s net worth and financial needs.The Subscriber specifically acknowledges that it obtained the advice of its tax advisor to the extent the Subscriber deems necessary and to its satisfaction regarding the tax implications of an investment in the Securities.The Subscriber represents and warrants that it is acquiring the Securities for its own account as principal for investment and not with a view to resale or distribution and that the Subscriber will not sell or otherwise transfer the Securities except in accordance with applicable securities laws and the terms of the Note.The Subscriber has such knowledge and experience (together with its advisors, if any) in financial and business matters, and in particular the evaluation of early stage companies such as the Company, such that it is capable of evaluating the merits and risks of its purchase of the Securities as contemplated by this Agreement; and understands that the Company has no or a limited financial or operating history, the Securities are a speculative investment which involves a high degree of financial risk, and there is no assurance of any economic, income or tax benefit from such investment.The Subscriber represents and warrants that it is able to bear the economic risk of losing its entire investment in the Securities.The Subscriber represents and warrants that (i) ) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, (ii) it has adequate means of providing for its current needs and contingencies, (iii) it has no need for liquidity in its investment in the Securities, (iv) it maintains its principal place of business at the address shown on the signature page hereto, (v) all of its investments in and commitments to non-liquid investments are, and after its purchase of the Securities will be, reasonable in relation to its net worth and current needs, and (vi) the financial information provided by it accurately reflects its financial condition, with respect to which it does not anticipate any material adverse changes.The Subscriber understands that the Securities have not been registered under the Securities Act, or the securities laws of any state and, as the result thereof, are subject to substantial restrictions on transfer.The Subscriber has been advised and is aware that there is no public market for the Securities, nor is one expected to develop as a result of this Offering. The Subscriber agrees and understands that it will not sell or otherwise transfer any Securities or any interest therein unless the Company approves the transfer or sale, and the Subscriber provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the Securities may be transferred in reliance on an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws.The Subscriber understands that no federal or state agency has approved or disapproved the Securities, passed upon or endorsed the merits of the offering thereof, or made any finding or determination as to the fairness of the Securities for investment.The Subscriber acknowledges that all material documents, records and books pertaining to this investment have, on its oral or written request, been made available to the Subscriber and to its advisors.The Subscriber acknowledges that the Company has made available to the Subscriber the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain any additional information, to the extent that the Company possesses such information, or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information given to the Subscriber or otherwise to make an informed investment decision.The Subscriber understands that the Securities are being offered and sold in reliance on specific exemptions from the registration requirements of federal and certain state securities laws and that the Company and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities.The Subscriber represents that neither it nor any of its directors, executive officers, or other officers participating in the offering of Securities is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act.The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties which are made for the purpose of qualifying such Subscriber as a suitable Subscriber. The Subscriber certifies that each of the representations and warranties set forth in this Section 8 is true and correct as of the date hereof and shall survive such date. The Subscriber understands that a false representation may constitute a violation of law and any person who suffers damage as a result of a false representation may have a claim against the Subscriber for damages. The Subscriber understands that the Company has the right to request additional information or corroboration.Indemnification. The Subscriber acknowledges and understands the meaning of the representations made by it in this Agreement and hereby agrees to indemnify and hold harmless the Company and all persons deemed to be in control of any of the foregoing from and against any and all loss, costs, expenses, damages and liabilities (including, without limitation, court costs and attorneys, fees) arising out of or due to a material breach by the Subscriber of any such representations. All representations shall survive the delivery of this Agreement and the purchase by the Subscriber of the Securities.The Company hereby agrees to indemnify and hold harmless the Subscriber from and against any and all loss, costs, expenses, damages and liabilities (including, without limitation, court costs and attorneys, fees) arising out of or due to a material breach by the Company of any representations and warranties set forth in this Agreement. All representations and warranties shall survive the acceptance of this Agreement by the Company and the purchase by the Subscriber of the Securities.Information Rights. So long as the Securities remain outstanding, the Company shall deliver to the Holders copies of all quarterly financial statements and narrative update reports that are prepared by management.Confidentiality. The Subscriber agrees that all information contained in the Note and all other proprietary information that the Subscriber has received or will receive from or as a security holder of the Company will be held by the Subscriber in the strictest confidence. Such information will not be used by the Subscriber for any purpose other than as a security holder in the Company and will not be disclosed to any other person by the Subscriber. Notwithstanding the foregoing, Subscriber may disclose financial information related to the Company to (i) the stockholders of Subscriber to the extent Subscriber is a corporation, (ii) the partners or members of Subscriber to the extent Subscriber is a partnership or limited liability company, as applicable, (iii) investors in Subscriber, (iv) employees of the Subscriber, and (v) advisors of the Subscriber, in each case, so long as such persons are under an obligation of confidentiality no less stringent than as set forth herein and Subscriber remains liable to ensure such stockholders, partners, members, investors, employees or advisors, as applicable, do not make unauthorized use or disclosure of such information.Notices. Notice, requests, demands and other communications relating to this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, on the seventh day after the posting thereof; (c) sent by a nationally recognized overnight courier, on the next business day after deposit thereof, or (d) faxed, telecopied or e-mailed, on the date of such delivery to the address of the respective parties as follows:If to the Company, to: XXX with a required copy to: YYYIf to a Subscriber, to Subscriber’s address as shown on the signature page hereto, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.Governing Law; Jurisdiction. This Securities Purchase Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to its conflicts of law principles.EACH OF SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF NEW YORK AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SECURITIES PURCHASE AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SECURITIES PURCHASE AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 12 OF THIS SECURITIES PURCHASE AGREEMENT.EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SECURITIES PURCHASE AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SECURITIES PURCHASE AGREEMENT. IN THE EVENT OF LITIGATION, THIS SECURITIES PURCHASE AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.Miscellaneous.All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.This Securities Purchase Agreement is not transferable or assignable by Subscriber.The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.None of the provisions of this Securities Purchase Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.In the event any part of this Securities Purchase Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.The invalidity, illegality or unenforceability of one or more of the provisions of this Securities Purchase Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Securities Purchase Agreement in such jurisdiction or the validity, legality or enforceability of this Securities Purchase Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.This Securities Purchase Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.The terms and provisions of this Securities Purchase Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.The headings used in this Securities Purchase Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.This Securities Purchase Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.If any recapitalization or other transaction affecting the capital stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Securities Purchase Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Securities Purchase Agreement.No failure or delay by any party in exercising any right, power or privilege under this Securities Purchase Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.