SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement, dated as of September __, 2009 (this “ Agreement ”), is made and entered into by and between Renovation Investment (Hong Kong) Co., Limited, a Hong Kong company (“ Renovation ”), and the shareholders of Renovation (“ Renovation Shareholders ”) listed on the Signature Page for Renovation Shareholders that is attached hereto, on the one hand; and Kerrisdale Mining Corporation, a Nevada corporation (“ Kerrisdale ”) that is attached hereto, on the other hand.

WHEREAS, on September __, 2009, the Board of Directors of Kerrisdale adopted resolutions approving Kerrisdale’s acquisition of the equity interests of Renovation held by the Renovation Stockholders (the “ Acquisition ”) by means of a share exchange with the Renovation Shareholders, upon the terms and conditions hereinafter set forth in this Agreement;

WHEREAS, the Renovation Shareholders own all of the equity interest (in shares of capital stock or otherwise) of Renovation (the “ Renovation Equity Interest ”);

WHEREAS, upon consummation of the transactions contemplated by this Agreement, Renovation will become a 100% wholly-owned subsidiary of Kerrisdale; and

WHEREAS, it is intended that the terms and conditions of this Agreement comply in all respects with Section 368(a)(1)(B) and/or Section 351 of the Code and the regulations corresponding thereto, so that the Acquisition shall qualify as a tax free reorganization under the Code, and that this share exchange transaction shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended and in effect on the date of this Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1.1            The Acquisition . Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

  (a)           The Renovation Shareholders will each sell, convey, assign, transfer and deliver to Kerrisdale certificates representing the Renovation Equity Interest held by each Renovation Shareholder as set forth in Column II of Annex I hereto, which in the aggregate shall constitute 100% of the issued and outstanding equity interests of Renovation, accompanied by a properly executed and authenticated stock power, instrument of transfer or other instrument of like tenor.

  (b)           As consideration in exchange for the acquisition of the Renovation Equity Interests, Kerrisdale will issue to each Renovation Shareholder or their designees, in exchange for such Renovation Shareholder’s portion of the Renovation Equity Interests, a total of 15,800,000 shares of Kerrisdale’s common stock (collectively, the “ Kerrisdale Shares ”).  The Kerrisdale Shares issued shall equal approximately 79% of the outstanding shares of Kerrisdale’s common stock at the time of Closing.

1.2            Closing Date . The closing of the Acquisition (the “ Closing ”) shall take place as soon as practicable upon signing of this Agreement, and on or prior to September __, 2009, or on such other date as may be mutually agreed upon in writing by the parties.  Such date is referred to herein as the “Closing Date.”

1.3            Taking of Necessary Action; Further Action . If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the Renovation Shareholders, Renovation, and/or Kerrisdale (as applicable) will take all such lawful and necessary action.

1.4            Certain Definitions . The following capitalized terms as used in this Agreement shall have the respective definitions:

“ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“ Contract ” means any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument.

“ FINRA ” means Financial Industry Regulatory Authority.

“ Knowledge ” means the actual knowledge of the officers, directors or advisors of the referenced party.

 “ Liens ” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“ Material Adverse Effect ” means a adverse effect on either referenced party or the combined entity resulting from the consummation of the transaction contemplated by this Agreement, or on the financial condition, results of operations or business, before or after the consummation of the transaction contemplated in this Agreement, which as a whole is or would be considered material to an investor in the referenced party.

“ Non-U.S. Person ” means any person who is not a U.S. Person or is deemed not to be a U.S. Person under Rule 902(k)(2).

“ Person ” means any individual, corporation, partnership, joint venture, trust, business association, organization, governmental authority or other entity.

“ Restricted Period ” shall have the meaning set forth in Section 3.4(b)(vi).

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Tax Returns ” means all federal, state, local and foreign returns, estimates, information statements and reports relating to Taxes.

“ Tax ” or “ Taxes ” means any and all applicable central, federal, provincial, state, local, municipal and foreign taxes, including, without limitation, gross receipts, income, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, assessments, governmental charges and duties together with all interest, penalties and additions imposed with respect to any such amounts and any obligations under any agreements or arrangements with any other person with respect to any such amounts and including any liability of a predecessor entity for any such amounts.

“ Trading Day ” means a day on which the principal Trading Market is open for trading.

“ Trading Market ” means the following markets or exchanges on which Kerrisdale’s common stock is listed or quoted for trading on the date in question: the NYSE Amex Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board.

“ Transaction ” means the transactions contemplated by this Agreement, including the share exchange.

“ United States ” means and includes the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

“ U.S. Person ”   as defined in Regulation S means: (i) a natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any nondiscretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated and (if an individual) resident in the United States; and (viii) a corporation or partnership organized under the laws of any foreign jurisdiction and formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts).

1.5            Tax Consequences .  It is intended that the terms and conditions of this Agreement comply in all respects with Section 368(a)(1)(B) and/or Section 351 of the Code and the regulations corresponding thereto, so that the Acquisition shall qualify as a tax-free reorganization under the Code.

Except as otherwise disclosed herein or in a disclosure schedule attached hereto, Renovation hereby represents and warrants to Kerrisdale as of the date hereof and as of the Closing Date (unless otherwise indicated) as follows:

2.1            Organization . Renovation has been duly incorporated, validly exists as a corporation, and is in good standing under the laws of its jurisdiction of incorporation, and has the requisite power to carry on its business as now conducted.  Set forth on Schedule 2.1 of the disclosure schedules hereto is a list of those jurisdictions in which Renovation presently conducts its business, owns, holds and operates its properties and assets.

2.2            Capitalization . The authorized capital stock of Renovation consists of 10,000 ordinary shares, HK $1.00 par value per share, of which at the Closing, no more than 10,000 shares shall be issued and outstanding.  All of the issued and outstanding shares of capital stock of Renovation, as of the Closing, are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights.  There are no voting trusts or any other agreements or understandings with respect to the voting of Renovation’s capital stock.  Except as set forth in the preceding sentence, no other class of capital stock or other security of Renovation is authorized, issued, reserved for issuance or outstanding.  There are no authorized or outstanding options, warrants, equity securities, calls, rights, commitments or agreements of any character by which Renovation or any of the Renovation Shareholders is obligated to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock or other securities of Renovation.  There are no outstanding contractual obligations (contingent or otherwise) of Renovation to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in, Renovation.

2.3            Subsidiaries . As of the Closing, Renovation has no direct or indirect Subsidiary, except as disclosed in Schedule 2.3 of the disclosure schedules hereto (collectively the “ Renovation Subsidiaries ,” and each a “ Renovation Subsidiary ”).  Each Renovation Subsidiary is an entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of formation and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted.  Renovation owns all of the shares of each Renovation Subsidiary, and there are no outstanding options, warrants, subscriptions, conversion rights or other rights, agreements or commitments obligating any Renovation Subsidiary to issue any additional shares of common stock or ordinary stock, as the case may be, of such Subsidiary, or any other securities convertible into, exchangeable for or evidence the right to subscribe for or acquire from any Renovation Subsidiary any shares of such Subsidiary.

2.4            Certain Corporate Matters . Renovation is duly qualified to do business as a corporation and is in good standing under the laws of Hong Kong, and except as disclosed in Schedule 2.4 of the disclosure schedules hereto, in each other jurisdiction in which the ownership of its property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect on Renovation’s financial condition, results of operations or business.  Renovation has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged and to own and use the properties owned and used by it.

2.5            Authority Relative to this Agreement .  Renovation has the requisite power and authority to enter into this Agreement and to carry out its respective obligations hereunder.  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Renovation have been duly authorized by Renovation’s Board of Directors and except as disclosed in Schedule 2.5 of the disclosure schedules hereto, no other actions on the part of Renovation are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Renovation and constitutes a valid and binding agreement, enforceable against Renovation in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

2.6            Consents and Approvals; No Violations .  Except for applicable requirements of federal securities laws and state securities or blue-sky laws, and except as disclosed in Schedule 2.6 of the disclosure schedules hereto, no filing with, and no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the consummation by Renovation of the transactions contemplated by this Agreement.  Neither the execution and delivery of this Agreement by Renovation nor the consummation by Renovation of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter or bylaws (or operating agreement) of Renovation or any Renovation Subsidiary, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, Contract, agreement or other instrument or obligation to which Renovation or any Renovation Subsidiary is a party or by which any of their respective properties or assets may be bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Renovation or any Renovation Subsidiary, or any of its properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which are not in the aggregate material to Renovation taken as a whole.

2.7            Books and Records . The books and records of Renovation delivered to Kerrisdale prior to the Closing fully and fairly reflect the transactions to which Renovation is a party or by which it or its properties are bound, and except as disclosed in Schedule 2.7 of the disclosure schedules hereto, there shall be no material difference between the unaudited combined financial statements of Renovation given to Kerrisdale and the actual reviewed US GAAP results of Renovation for the six-month period ended June 30, 2009.

2.8            Intellectual Property . Except as disclosed in Schedule 2.8 of the disclosure schedules hereto, Renovation has no knowledge of any claim that, or inquiry as to whether, any product, activity or operation of Renovation infringes upon or involves, or has resulted in the infringement of, any trademarks, trade-names, service marks, patents, copyrights or other proprietary rights of any other person, corporation or other entity; and no proceedings have been instituted, are pending or are threatened.

2.9            Litigation . Except as disclosed in Schedule 2.9 of the disclosure schedules hereto, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the Knowledge of Renovation, threatened against or affecting Renovation or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement or the Renovation Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.  Neither Renovation nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.  There has not been, and to the Knowledge of Renovation, there is not pending or contemplated, any investigation by the Commission involving Renovation or any current or former director or officer of Renovation.

2.10            Legal Compliance . To the best Knowledge of Renovation, after due investigation, except as disclosed in Schedule 2.10 of the disclosure schedules hereto, no claim has been filed against Renovation or any of the Renovation Subsidiaries alleging a violation of any applicable laws and regulations of foreign, federal, state and local governments and all agencies thereof. Except as disclosed in Schedule 2.10 , Renovation and each of the Renovation Subsidiaries holds all of the material permits, licenses, certificates or other authorizations of foreign, federal, state or local governmental agencies required for the conduct of their respective businesses as presently conducted.

2.11            Contracts . Except as disclosed in Schedule 2.11 of the disclosure schedules hereto, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of the Renovation.  Renovation is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which they are a party or by which they or any of their properties or assets are bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

2.12            Material Changes . Since April 1, 2009, except as disclosed in Schedule 2.12 of the disclosure schedules hereto: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) Renovation has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Renovation’s financial statements pursuant to GAAP, (iii) Renovation has not altered its method of accounting, (iv) Renovation has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) Renovation has not issued any equity securities to any officer, director or Affiliate.

2.13            Labor Relations .  Except as disclosed in Schedule 2.13 of the disclosure schedules hereto, no material labor dispute exists or, to the knowledge of Renovation and the Renovation Shareholders, is imminent with respect to any of the employees of Renovation which could reasonably be expected to result in a Material Adverse Effect.  None of Renovation’s or Renovation Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with Renovation or such Renovation Subsidiary, and neither Renovation nor any of the Renovation Subsidiaries is a party to a collective bargaining agreement, and Renovation and the Renovation Subsidiaries believe that their relationships with their employees are good.  No executive officer, to the knowledge of Renovation and the Renovation Shareholders, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject Renovation or any of the Renovation Subsidiaries to any liability with respect to any of the foregoing matters.  Renovation and the Renovation Subsidiaries are in compliance with all laws and regulations which they are subject to relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2.14            Title to Assets .  Except as disclosed in Schedule 2.14 of the disclosure schedules hereto, Renovation and the Renovation Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of Renovation and the Renovation Subsidiaries, in each case free and clear of all Liens, except for Liens that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Renovation and the Renovation Subsidiaries and Liens for the payment of Taxes, the payment of which is neither delinquent nor subject to penalties.  Any real property and facilities held under lease by Renovation and the Renovation Subsidiaries are held by them under valid, subsisting and enforceable leases with which Renovation and the Renovation Subsidiaries are in compliance.

2.15            Transactions with Affiliates and Employees .  Except as disclosed in Schedule 2.15 of the disclosure schedules hereto, none of the officers or directors of Renovation and, to the knowledge of Renovation and the Renovation Shareholders, none of the employees of Renovation is presently a party to any transaction with Renovation or any Renovation Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Renovation and the Renovation Shareholders, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000, other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of Renovation and (iii) other employee benefits.

2.16            Certain Fees .  Except as disclosed in Schedule 2.16 of the disclosure schedules hereto, no brokerage or finder’s fees or commissions are or will be payable by Renovation to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement.

2.17            Registration Rights .  Except as disclosed in Schedule 2.17 of the disclosure schedules hereto, no Person has any right to cause (or any successor) to effect the registration under the Securities Act of any securities of Renovation (or any successor).

2.18            Application of Takeover Protections .  Except as disclosed in Schedule 2.18 of the disclosure schedules hereto, Renovation has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under Renovation’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable as a result of Renovation fulfilling its obligations or exercising its rights under this Agreement.

2.19            Tax Status .  Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, and except as disclosed in Schedule 2.19 of the disclosure schedules hereto, Renovation and each Renovation Subsidiary has filed all necessary Tax Returns and has paid or accrued all Taxes shown as due thereon, and Renovation has no knowledge of a tax deficiency which has been asserted or threatened against Renovation or any Renovation Subsidiary.

2.20            No General Solicitation .  Except as disclosed in Schedule 2.20 of the disclosure schedules hereto, neither Renovation nor any person acting on behalf of Renovation has offered or sold securities in connection herewith by any form of general solicitation or general advertising.

2.21            Foreign Corrupt Practices.   Except as disclosed in Schedule 2.21 of the disclosure schedules hereto, neither Renovation, nor to the knowledge of Renovation and the Renovation Shareholders, any agent or other person acting on behalf of Renovation , has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by Renovation (or made by any person acting on its behalf of which Renovation is aware) which is in violation of law or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

2.22            Obligations of Management . Except as disclosed in Schedule 2.22 of the disclosure schedules hereto, each officer and key employee of Renovation and its Subsidiaries is currently devoting substantially all of his or her business time to the conduct of business of Renovation and its Subsidiaries.  Neither Renovation nor any of its Subsidiaries is aware that any officer or key employee of Renovation or any Renovation Subsidiary is planning to work less than full time at Renovation or any Renovation Subsidiary, as applicable, in the future.  No officer or key employee is currently working or, to Renovation’s or any Renovation Shareholder’s knowledge, plans to work for a competitive enterprise, whether or not such officer or key employee is or will be compensated by such enterprise.

2.23            Minute Books . Except as disclosed in Schedule 2.23 of the disclosure schedules hereto,   the minute books of Renovation and the Renovation Subsidiaries made available to Kerrisdale contain a complete summary of all meetings and written consents in lieu of meetings of directors and stockholders since the time of incorporation.

2.24            Employee Benefits .  Except as set forth on Schedule 2.24 of the disclosure schedules hereto, neither Renovation nor any Renovation Subsidiary has (nor for the two years preceding the date hereof has had) any plans which are subject to ERISA.  “ ERISA ” means the Employee Retirement Income Security Act of 1974 or any successor law and the regulations and rules issued pursuant to that act or any successor law.

2.25            Money Laundering Laws .  Except as disclosed in Schedule 2.25 of the disclosure schedules hereto, the operations of Renovation are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the money laundering statutes of all U.S. and non-U.S. jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental body (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Renovation with respect to the Money Laundering Laws is pending or, to the knowledge of Renovation, threatened.

2.26            Disclosure . The representations and warranties and statements of fact made by Renovation and its Subsidiaries in this Agreement are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading.

Except as otherwise disclosed herein or in a disclosure schedule attached hereto, the Renovation Shareholders each hereby represent and warrant to Kerrisdale as follows:

3.1            Ownership of the Renovation Equity Interest .  Renovation Shareholders own, beneficially and of record, good and marketable title to the amount of the Renovation Equity Interest, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or voting agreements.  Renovation Shareholders represent that they each have no right or claims whatsoever to any equity interests of Renovation, other than the Renovation Equity Interest and does not have any options, warrants or any other instruments entitling him to exercise or purchase or convert into additional equity interests of Renovation. At the Closing, the Renovation Shareholders will convey to Kerrisdale good and marketable title to the Renovation Equity Interest, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options, shareholders’ agreements or restrictions.

3.2            Authority Relative to this Agreement . This Agreement has been duly and validly executed and delivered by the Renovation Shareholders and constitutes a valid and binding agreement of such person, enforceable against such person in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

3.3            Purchase of Restricted Securities for Investment . The Renovation Shareholders each acknowledge that the Kerrisdale Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Kerrisdale Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Kerrisdale Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.  In this regard, the Renovation Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act.  Further, each Renovation Shareholder acknowledges and agrees that:

  (a)           Each Renovation Shareholder is acquiring the Kerrisdale Shares for investment for such Renovation Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Renovation Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same.  Each Renovation Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Kerrisdale Shares.

  (b)           Each Renovation Shareholder understands that the Kerrisdale Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Kerrisdale’s reliance on such exemption is predicated on the each Shareholder’s representations set forth herein.

3.4            Status of Stockholder . Each of the Renovation Shareholders hereby makes the representations and warranties in either paragraph (a) or (b) of this Section 3.4, as indicated on the Signature Page of Renovation Shareholders which is attached and part of this Agreement:

  (a)            Accredited Investor Under Regulation D . The Renovation Shareholder is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, an excerpt of which is included in the attached Annex II , and such Renovation Shareholder is not acquiring its portion of the Kerrisdale Shares as a result of any advertisement, article, notice or other communication regarding the Kerrisdale Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

  (b)            Non-U.S. Person Under Regulation S .  The Renovation Shareholder:

   (i)          is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act;

   (ii)         at the time of Closing, the Renovation Shareholder was located outside the United States;

   (iii)        no offer of the Kerrisdale Shares was made to the Renovation Shareholder within the United States;

   (iv)       the Renovation Shareholder is either (a) acquiring the Kerrisdale Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b);

   (v)        all subsequent offers and sales of the Kerrisdale Shares by the Renovation Shareholder will be made outside the United States in compliance with Rule 903 of Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; the Renovation Shareholder understands the conditions of the exemption from registration afforded by section 4(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption.

   (vi)       the Renovation Shareholder will not resell the Kerrisdale Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “ Restricted Period ”);

   (vii)      the Renovation Shareholder shall not and hereby agrees not to enter into any short sales with respect to the common stock of Kerrisdale at any time after the execution of this Agreement by the Renovation Shareholder  and prior to the expiration of the Restricted Period;

   (viii)     the Renovation Shareholder understands that the Kerrisdale Shares are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Renovation Shareholder set forth herein in order to determine the applicability of such provisions.  Accordingly, the Renovation Shareholder agrees to notify Kerrisdale of any events which would cause the representations and warranties of the Renovation Shareholder to be untrue or breached at any time after the execution of this Agreement by such Renovation Shareholder and prior to the expiration of the Restricted Period;

   (ix)        in the event of resale of the Kerrisdale Shares to non-U.S. Persons outside of the U.S. during the Restricted Period, the Renovation Shareholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period;

   (x)         the Renovation Shareholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Kerrisdale Shares;

   (xi)        the Renovation Shareholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; and

   (xii)       the Renovation Shareholder has not taken any action that would cause any of the parties to this Agreement to be subject to any claim for commission or other or remuneration by any broker, finder, or other person.

3.6            Compliance In Connection With Shares Acquisition .  Each Renovation Shareholder hereby represents that it has satisfied fully observed of the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Kerrisdale Shares or this Agreement, including (i) the legal requirements of the Renovation Shareholder’s jurisdiction for the purchase and acquisition of the Kerrisdale Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Kerrisdale Shares; and further, each Renovation Shareholder agrees to continue to comply with such laws as long as such shareholder shall hold the Kerrisdale Shares.

3.7            Investment Risk . The Renovation Shareholder is able to bear the economic risk of acquiring the Kerrisdale Shares pursuant to the terms of this Agreement, including a complete loss of such the Renovation Shareholder’s investment in the Kerrisdale Shares.

3.8            Restrictive Legends . The Renovation Shareholder acknowledges that the certificate(s) representing the Renovation Shareholder’s pro rata portion of the Kerrisdale Shares shall each conspicuously set forth on the face or back thereof a legend in substantially the following form, corresponding to the stockholder’s status as set forth in Section 3.4 and the signature pages hereto:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED