OF SHARES OF COMMON STOCK TO BE ISSUED PURSUANT TO THIS SECTION 1 SHALL
BE ROUNDED UP TO THE NEAREST WHOLE NUMBER.
E.
CURRENCY; INTEREST.
ALL PAYMENTS TO A
BUYER UNDER THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS SHALL BE
MADE IN LAWFUL MONEY OF THE UNITED STATES OF
2
AMERICA, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO SUCH ACCOUNTS AS
SUCH BUYER MAY FROM TIME TO TIME DESIGNATE BY WRITTEN NOTICE IN ACCORDANCE WITH
SECTION 10(F) OF THIS AGREEMENT.
ALL REFERENCES HEREIN AND IN EACH OF THE OTHER
TRANSACTION DOCUMENTS TO "DOLLARS" OR "$" SHALL MEAN THE LAWFUL MONEY OF THE
UNITED STATES OF AMERICA.
ANY AMOUNTS PAYABLE PURSUANT TO THIS AGREEMENT THAT
ARE NOT PAID WHEN DUE, AFTER THE EXPIRATION OF ALL NOTICE AND CURE PERIODS SET
FORTH HEREIN, SHALL BEAR INTEREST AT THE RATE EQUAL TO THE LESSER OF (I) 2.0%
PER MONTH, PRORATED FOR PARTIAL MONTHS, AND (II) THE HIGHEST LAWFUL INTEREST
RATE.
2.
BUYER'S REPRESENTATIONS AND WARRANTIES.
Each Buyer represents and warrants, as of the date of this Agreement and as of
the Closing Date, with respect to only itself, that:
A.
INVESTMENT PURPOSE.
SUCH BUYER IS
ACQUIRING THE NOTES (TOGETHER WITH THE RELATED GUARANTEES) AND THE SHARES
PURCHASED BY SUCH BUYER HEREUNDER (THE NOTES, THE GUARANTEES AND THE SHARES
BEING COLLECTIVELY REFERRED TO HEREIN AS THE "SECURITIES"), FOR SUCH BUYER'S OWN
ACCOUNT AND NOT WITH A VIEW TOWARDS, OR FOR RESALE IN CONNECTION WITH, THE
PUBLIC SALE OR DISTRIBUTION THEREOF, EXCEPT PURSUANT TO SALES REGISTERED UNDER,
OR EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF, THE 1933 ACT; PROVIDED,
HOWEVER, THAT BY MAKING THE REPRESENTATIONS HEREIN, SUCH BUYER DOES NOT AGREE TO
HOLD ANY OF THE SECURITIES FOR ANY MINIMUM OR OTHER SPECIFIC TERM AND RESERVES
THE RIGHT TO DISPOSE OF THE SECURITIES AT ANY TIME IN ACCORDANCE WITH OR
PURSUANT TO A REGISTRATION STATEMENT OR AN EXEMPTION UNDER THE 1933 ACT.
B.
ACCREDITED INVESTOR STATUS.
SUCH BUYER
IS AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION
D.
C.
RELIANCE ON EXEMPTIONS.
SUCH BUYER
UNDERSTANDS THAT THE SECURITIES ARE BEING OFFERED AND SOLD TO IT IN RELIANCE ON
SPECIFIC EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES LAWS
AND THAT THE COMPANY IS RELYING IN PART UPON THE TRUTH AND ACCURACY OF, AND SUCH
BUYER'S COMPLIANCE WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGMENTS AND UNDERSTANDINGS OF SUCH BUYER SET FORTH HEREIN IN ORDER TO
DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF SUCH BUYER
TO ACQUIRE THE SECURITIES.
D.
INFORMATION.
SUCH BUYER AND ITS
ADVISORS, IF ANY, HAVE BEEN FURNISHED WITH ALL MATERIALS RELATING TO THE
BUSINESS, FINANCES AND OPERATIONS OF THE COMPANY AND MATERIALS RELATING TO THE
OFFER AND SALE OF THE SECURITIES THAT HAVE BEEN REQUESTED BY SUCH BUYER.
SUCH
BUYER AND ITS ADVISORS, IF ANY, HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK
QUESTIONS OF THE COMPANY.
NEITHER SUCH INQUIRIES NOR ANY OTHER DUE DILIGENCE
INVESTIGATIONS CONDUCTED BY SUCH BUYER OR ITS ADVISORS, IF