insolvency, liquidation, dissolution or winding up of a
Vendor.
(h)
Litigation. There are no judgments, decrees, injunctions, rulings or
orders of any court, arbitrator, federal, provincial, state, municipal or other
governmental authority, department, commission, board, bureau or agency, or any
actions, suits, grievances or proceedings (whether or not on behalf of a Vendor)
commenced, (or to the knowledge of the Vendor) pending or threatened against or
relating to a Vendor which may result in the imposition of a Encumbrance on the
Purchased Shares or which may prevent, delay, make illegal or otherwise
interfere with the consummation of the transactions contemplated in this
Agreement.
(i)
EACH VENDOR: (I) ACKNOWLEDGES THAT INVESTMENT IN THE SECURITIES OF PATCH
IS HIGHLY SPECULATIVE AND INVOLVES A VERY HIGH DEGREE OF RISK AND SHOULD NOT BE
MADE UNLESS THE VENDOR IS PREPARED TO, AND CAN AFFORD TO, LOSE THE ENTIRE
INVESTMENT; (II) HAS SUFFICIENT KNOWLEDGE, SOPHISTICATION AND EXPERIENCE IN
BUSINESS AND FINANCE TO CAPABLY EVALUATE INFORMATION CONCERNING PATCH, (III) HAS
HAD AN OPPORTUNITY TO REVIEW THE PATCH PUBLIC DOCUMENTS, AND TO ASK DETAILED
QUESTIONS AND RECEIVE SATISFACTORY ANSWERS FROM REPRESENTATIVES OF PATCH, AND
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IS FULLY AWARE OF THE
CIRCUMSTANCES SURROUNDING PATCH'S FAILURE TO PAY A DIVIDEND AS DETAILED IN THE
PATCH PUBLIC DOCUMENTS AND THE POSSIBLE RAMIFICATIONS OF SUCH FAILURE INCLUDING
BUT NOT LIMITED TO THE POSSIBILITY OF A CLASS ACTION SUIT BY AGGRIEVED
SHAREHOLDERS OF PATCH, (IV) HAS HAD ADEQUATE OPPORTUNITY TO REQUEST AND REVIEW
ANY AND ALL OTHER DOCUMENTS AND INFORMATION RELEVANT TO VENDOR'S CONSIDERATION
OF INVESTMENT IN THE PATCH SECURITIES AND HAS OTHERWISE OBTAINED SUFFICIENT
INFORMATION FROM PATCH TO EVALUATE THE MERITS AND RISKS OF AN INVESTMENT IN
PATCH; (V) HAS INDEPENDENTLY CONSIDERED AND DISCUSSED SUCH PROSPECTIVE
INVESTMENT WITH THE VENDOR'S BUSINESS, LEGAL, TAX AND FINANCIAL ADVISERS AS TO
THE SUITABILITY OF SUCH INVESTMENT WITH RESPECT TO THE VENDOR'S PARTICULAR
FINANCIAL SITUATION, AND (VI) ON THE BASIS OF THE FOREGOING, EACH VENDOR HAS
DETERMINED THAT INVESTMENT IN THE SECURITIES OFFERED HEREBY IS A SUITABLE
INVESTMENT.
Part 2 - Representations, Warranties and Covenants of Patch. Patch represents,
warrants and covenants to the Vendors as follows and acknowledges that the
Vendors are relying on these representations, warranties and covenants in
entering into this Agreement and performing their obligations under the same:
(a)
Due Incorporation. Patch is a corporation duly incorporated and
organized, validly existing and in good standing under the laws of the State of
Nevada with full corporate power and authority to own or lease its properties
and to conduct its business in the manner and in the places where such
properties are owned or leased or such business is conducted or proposed to be
conducted by it. Patch is not in violation of any terms of its Constating
Documents. Patch is not required to be licensed or qualified to conduct its
business in any other jurisdiction where it is not so licensed or qualified.
(b)
Capacity and Authority. Patch has the power and capacity and