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pursuant to the Transfer Restrictions. The Company has been duly organized and is a validly existing corporation in good standing under the laws of the State of California and all corporate actions necessary to authorize the transactions contemplated by this Agreement have been duly taken. The officer(s) executing and
urchase of the Shares under this Agreement (the "Closing") shall take place at 1:00 p.m. on or before July 2012, at the offices of Cooley LLP, 101 California Street, 5th Floor, San Francisco, CA 94111-5800 or at such other time or place as the Company and Purchaser may mutually agree (such date is hereinafter r
o the purchases contemplated hereby). The Company has been duly organized and is a validly existing corporation in good standing under the laws of the State of California and all corporate actions necessary to authorize the transactions contemplated by this Agreement have been duly taken. f Is the company required to
f the Shares under this Agreement (the "Closing") shall take place at 1:00 p.m. on or before August 3+4y-_, 2012, at the offices of Cooley LLP, 101 California Street, 5th Floor, San Francisco, CA 94111-5800 or at such other time or place as the Company and Purchaser may mutually agree (such date is hereinafter r
o the purchases contemplated hereby). The Company has been duly organized and is a validly existing corporation in good standing under the laws of the State of California and all corporate actions necessary to authorize the transactions contemplated by this Agreement have been duly taken. f Is the company required to
se of the Shares under this Agreement (the "Closing") shall take place at 1:00 on or before August July-_, 2012, at the offices of Cooley LLP, 101 California Street, 5th Floor, San Francisco, CA 94111-5800 or at such other time or place as the Company and Purchaser may mutually agree (such date is hereinafter r
Entities connected to both the State of California and California Street

Samantha Power
PERSON
the Board of Directors
ORGANIZATION
Ghislaine Maxwell
PERSONALIPHCOM
ORGANIZATIONthe County of San Francisco
LOCATIONRequisite Power and Authority
ORGANIZATIONCooley LLP
ORGANIZATIONRepresentations and Warranties True
ORGANIZATIONOwn Account
ORGANIZATIONLegal Investment
ORGANIZATIONCalifornia Corporate Securities Law
ORGANIZATIONNo Broker-Dealer
ORGANIZATIONthe Transfer Restrictions
ORGANIZATIONdaly-August
ORGANIZATION