The purchase or subscription made by any stakeholder thereof, as the case may be, under this Section shall be made at the same price and on the same terms and conditions, (including the date of sale or issuance, as are applicable to the purchasers or subscribers of the additional shares of capital stock of the Company whose purchases or subscriptions give rise to the participation rights except that the price paid by the stakeholder be made). Such purchase or subscription shall be net of payment of any underwriting, placement agent or similar fee associated with such purchase or subscription), which price and other terms and conditions shall be substantially as stated in the relevant Participation Notice (which standard shall be satisfied if the price, in the case of a negotiated transaction, is not greater than 110% of the estimated price set forth in the relevant Participation Notice or, in the case of an underwritten or privately placed offering, is not greater than of

(i) 110% of the estimated price set forth in the relevant Participation Notice, and
(ii) the most recent closing price on or prior to the date of the pricing of the offering); provided, however, that in the event the purchases or subscriptions giving rise to the participation rights are effected by an offering of security act and in which offering it is not legally permissible for the securities to be purchased by Investor to be included, such securities to be purchased by Investor will be purchased in a concurrent private placement.

All sales of Manufacturer's Products to Distributor shall be made in accordance with this Agreement at the prices and terms established by Manufacturer from time to time. Unless otherwise stated in this Agreement, all prices of Manufacturer's plant or warehouse location. The risk of loss due to damage or destruction of the Manufacturer's Products shall be the Distributor's responsibility after delivery to the carrier for shipment. Unless the distributor requests a reasonable alternative, the manufacturer will select the shipper.

Products & Services (if applicable)

All orders are subject to Manufacturer acceptance unless otherwise expressly agreed in advance by manufacturer. This Agreement shall govern all aspects of the parties' dealings with respect to the Manufacturer's Products, and any additional or different terms in any Distributor order are hereby rejected unless the parties expressly agree to them in advance of shipment and mutually sign another agreement to that effect.

All sales shall be made at the prices and terms established by the company/or the principal, and the Principal shall have the right, at its sole discretion, from time to time to establish, change, alter, or amend prices and other terms and conditions of sale. The Representative shall not accept orders in the Principal's name, nor shall he make price quotations or delivery promises in the Principal's name.

All sales of Products by Cloud9 shall be subject to Cloud9’s standard terms and conditions of sale as in effect from time to time (the "Terms of Sale"), i.e. Cloud9’s current Terms and Conditions of Sale. Cloud9 holds complete right to make any changes to these Terms of Sale with its sole discretion or after consultation as and how.

Confidential Information

Without expressly authorised by the other party, neither party shall reveal any information or materials provided by the other party under the Agreement and reasonably understood to be confidential ("Confidential Information"), or use such Confidential Information for any purpose other than performing its obligations under the Agreement. Furthermore, you solely ensure that you/your authorised users will keep all passwords and other access information to Services severely confidential. This section will remain in effect even if the Agreement is dismissed or expired.

Entire Agreement

These Terms of Use, as well as our Privacy Policy, represent the complete agreement between you and US relating to its subject matter, and supplant any and every one previous promises, representations, agreements, statements, and understandings of any kind between us. In case of our failure to exercise or enforce any right or provision of the Terms of Service shall not be construed as a discharge of that right or provision. If any provision of the Terms of Use is found to be unenforceable or invalid by a court of competent jurisdiction, the parties agree that the court ought to endeavour to relinquish result to the parties' intentions as mirrored therein provision, and therefore the different provisions of the Terms of Use can stay fully force and effect. At any time, we have a tendency to confer, allocate, and/or transfer any or all of our rights and obligations underneath the Conditions of Use to any third party or parties.