be withheld as provided in Section 2.3; and
(g)
the conditions set forth in Section 7.2 shall
have been satisfied.
(h)
The Company's transfer agent shall be DWAC
eligible.
SECTION 2.6.
LOCK UP PERIOD.
ON THE DATE
HEREOF, THE COMPANY SHALL OBTAIN FROM EACH OFFICER AND DIRECTOR A LOCK-UP
AGREEMENT, AS DEFINED BELOW, IN THE FORM ANNEXED HERETO AS SCHEDULE 2.6 AGREEING
TO ONLY SELL IN COMPLIANCE WITH THE VOLUME LIMITATION OF RULE 144.
Section 2.7.
Hardship.
In the event the
Investor sells shares of the Company's Common Stock after receipt of an Advance
Notice and the Company fails to perform its obligations as mandated in Section
2.3, and specifically the Company fails to deliver to the Escrow Agent on the
Advance Date the shares of Common Stock corresponding to the applicable Advance,
the Company acknowledges that the Investor shall suffer financial hardship and
therefore shall be liable for any and all losses, commissions, fees, or
financial hardship caused to the Investor.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF INVESTOR
Investor hereby represents and warrants to, and agrees with, the Company that
the following are true and correct as of the date hereof and as of each Advance
Date:
SECTION 3.1.
ORGANIZATION AND AUTHORIZATION.
THE INVESTOR IS DULY INCORPORATED OR ORGANIZED AND VALIDLY EXISTING IN THE
JURISDICTION OF ITS INCORPORATION OR ORGANIZATION AND HAS ALL REQUISITE POWER
AND AUTHORITY TO PURCHASE AND HOLD THE SECURITIES ISSUABLE HEREUNDER.
THE
DECISION TO INVEST AND THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SUCH
INVESTOR, THE PERFORMANCE BY SUCH INVESTOR OF ITS OBLIGATIONS HEREUNDER AND THE
CONSUMMATION BY SUCH INVESTOR OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN
DULY AUTHORIZED AND REQUIRES NO OTHER PROCEEDINGS ON THE PART OF THE INVESTOR.
THE UNDERSIGNED HAS THE RIGHT, POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS
AGREEMENT AND ALL OTHER INSTRUMENTS (INCLUDING, WITHOUT LIMITATIONS, THE
REGISTRATION RIGHTS AGREEMENT), ON BEHALF OF THE INVESTOR.
THIS AGREEMENT HAS
BEEN DULY EXECUTED AND DELIVERED BY THE INVESTOR AND, ASSUMING THE EXECUTION AND
DELIVERY HEREOF AND ACCEPTANCE THEREOF BY THE COMPANY, WILL CONSTITUTE THE
LEGAL, VALID AND BINDING OBLIGATIONS OF THE INVESTOR, ENFORCEABLE AGAINST THE
INVESTOR IN ACCORDANCE WITH ITS TERMS.
SECTION 3.2.
EVALUATION OF RISKS.
THE
INVESTOR HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL, TAX AND BUSINESS
MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF, AND
6
BEARING THE ECONOMIC RISKS ENTAILED BY, AN INVESTMENT IN THE COMPANY AND OF
PROTECTING ITS INTERESTS IN CONNECTION WITH THIS TRANSACTION.
IT RECOGNIZES
THAT ITS INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK.
SECTION 3.3.
NO LEGAL ADVICE FROM THE
COMPANY.
THE INVESTOR ACKNOWLEDGES THAT IT HAD THE OPPORTUNITY TO REVIEW THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WITH HIS OR ITS
OWN LEGAL COUNSEL AND INVESTMENT AND TAX ADVISORS.
THE INVESTOR IS RELYING
SOLELY ON SUCH COUNSEL AND ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS
OF THE COMPANY OR ANY OF ITS REPRESENTATIVES OR AGENTS FOR LEGAL, TAX OR
INVESTMENT ADVICE WITH