NO CLAIM, ACTION OR PROCEEDING BEING MADE OR BROUGHT,
OR TO THE KNOWLEDGE OF THE COMPANY, BEING THREATENED, AGAINST THE COMPANY OR ANY
SUBSIDIARY REGARDING ITS INTELLECTUAL PROPERTY RIGHTS.
(U)
REGISTRATION STATEMENT MATTERS.
THE COMPANY MEETS THE ELIGIBILITY
REQUIREMENTS FOR USE OF A REGISTRATION STATEMENT ON FORM S-1 FOR THE RESALE OF
THE SHARES BY THE PURCHASERS.
THE COMPANY IS NOT AWARE OF ANY FACTS OR
CIRCUMSTANCES THAT WOULD PROHIBIT OR DELAY THE PREPARATION AND FILING OF A
REGISTRATION STATEMENT WITH RESPECT TO THE SHARES.
9
5.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER;
COVENANTS OF THE COMPANY
The Purchaser represents, warrants and covenants to the Company as follows:
5.1
SECURITIES LAW REPRESENTATIONS, WARRANTIES AND COVENANTS
(A)
THE PURCHASER IS KNOWLEDGEABLE, SOPHISTICATED AND EXPERIENCED IN
MAKING, AND IS QUALIFIED TO MAKE, DECISIONS WITH RESPECT TO INVESTMENTS IN
SHARES REPRESENTING AN INVESTMENT DECISION LIKE THAT INVOLVED IN THE PURCHASE OF
THE SHARES, INCLUDING INVESTMENTS IN SECURITIES ISSUED BY THE COMPANY, AND HAS
REQUESTED, RECEIVED, REVIEWED AND CONSIDERED ALL INFORMATION IT DEEMS RELEVANT
IN MAKING AN INFORMED DECISION TO PURCHASE THE SHARES.
THE PURCHASER IS NOT
RELYING, IN MAKING ITS DECISION TO PURCHASE THE SHARES, ON ANY ORAL
REPRESENTATIONS OR STATEMENTS MADE BY THE COMPANY'S PERSONNEL, AND IS RELYING
SOLELY ON THE INFORMATION CONTAINED IN THE COMPANY'S SEC DOCUMENTS.
THE
PURCHASER HAS CAREFULLY CONSIDERED THE POTENTIAL RISKS RELATING TO THE COMPANY
AND A PURCHASE OF THE SHARES, INCLUDING THE RISKS IDENTIFIED UNDER -RISK
FACTORS" IN THE SEC DOCUMENTS, AND FULLY UNDERSTANDS THAT THE SHARES ARE
SPECULATIVE AND INCLUDE A HIGH DEGREE OF RISK OF LOSS.
THE PURCHASER
ACKNOWLEDGES THAT NO ASSURANCES ARE GIVEN BY THE COMPANY THAT ANY PENDING PLANS
WILL BE COMPLETED.
(B)
THE PURCHASER IS ACQUIRING THE SHARES IN THE ORDINARY COURSE OF
ITS BUSINESS AND FOR ITS OWN ACCOUNT.
AND HAS NO PRESENT INTENTION OF
DISTRIBUTING ANY OF THE SHARES NOR ANY ARRANGEMENT OR UNDERSTANDING WITH ANY
OTHER PERSONS REGARDING THE DISTRIBUTION OF SUCH SHARES, OR AS WOULD OTHERWISE
NOT BE IN VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.
(C)
THE PURCHASER HAS COMPLETED OR CAUSED TO BE COMPLETED AND
DELIVERED TO THE COMPANY THE STOCK CERTIFICATE QUESTIONNAIRE AND THE
REGISTRATION STATEMENT QUESTIONNAIRE ATTACHED TO THIS AGREEMENT AS APPENDICES I
AND II, FOR USE IN PREPARATION OF THE CERTIFICATES, ANY NECESSARY FILINGS
REQUIRED BY APPLICABLE STATE SECURITIES LAWS, AND THE REGISTRATION STATEMENT (AS
DEFINED IN SECTION 7.2(A) BELOW), AND THE ANSWERS TO THE QUESTIONNAIRES ARE TRUE
AND CORRECT AND WILL BE TRUE AND CORRECT AS OF THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
(D)
THE PURCHASER UNDERSTANDS THAT NO UNITED STATES FEDERAL OR STATE
AGENCY OR ANY OTHER GOVERNMENT OR GOVERNMENTAL AGENCY HAS PASSED ON OR MADE ANY
RECOMMENDATION OR ENDORSEMENT OF THE SHARES OR THE FAIRNESS OR SUITABILITY OF
THE INVESTMENT IN THE SHARES NOR HAVE SUCH AUTHORITIES PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OF THE SHARES.
(E)
THE PURCHASER IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501