DELIVERY, THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS WILL
BE VALID AND BINDING OBLIGATIONS OF THE PURCHASER, ENFORCEABLE IN ACCORDANCE
WITH THEIR TERMS, EXCEPT (A) AS LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER LAWS OF GENERAL APPLICATION AFFECTING
ENFORCEMENT OF CREDITORS' RIGHTS, AND (B) AS LIMITED BY GENERAL PRINCIPLES OF
EQUITY THAT RESTRICT THE AVAILABILITY OF EQUITABLE AND LEGAL REMEDIES.
3.2
INVESTMENT REPRESENTATIONS. THE PURCHASER
UNDERSTANDS THAT THE SECURITIES ARE BEING OFFERED AND SOLD PURSUANT TO AN
EXEMPTION FROM REGISTRATION CONTAINED IN THE 1933 ACT BASED IN PART UPON THE
PURCHASER'S REPRESENTATIONS CONTAINED IN THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, THAT THE PURCHASER IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
REGULATION D. THE PURCHASER HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE
ANSWERS FROM THE COMPANY REGARDING THE COMPANY'S BUSINESS, MANAGEMENT AND
FINANCIAL AFFAIRS AND THE TERMS AND CONDITIONS OF THE OFFERING AND THE
SECURITIES AND TO OBTAIN ADDITIONAL INFORMATION (TO THE EXTENT THE COMPANY
POSSESSED SUCH INFORMATION OR COULD ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR
EXPENSE) NECESSARY TO VERIFY ANY INFORMATION FURNISHED TO THE PURCHASER OR TO
WHICH THE PURCHASER HAD ACCESS.
3.3
PURCHASER BEARS ECONOMIC RISK.
THE PURCHASER
HAS SUBSTANTIAL EXPERIENCE IN EVALUATING AND INVESTING IN PRIVATE PLACEMENT
TRANSACTIONS OF SECURITIES IN COMPANIES SIMILAR TO THE COMPANY SO THAT IT IS
CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT IN THE COMPANY AND
HAS THE CAPACITY TO PROTECT ITS OWN INTERESTS.
THE PURCHASER MUST BEAR THE
ECONOMIC RISK OF THIS INVESTMENT UNTIL THE SECURITIES ARE SOLD PURSUANT TO (I)
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (II) AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.
3.4
ACQUISITION FOR OWN ACCOUNT.
THE PURCHASER IS
ACQUIRING THE NOTE AND THE WARRANT FOR ITS OWN ACCOUNT FOR INVESTMENT ONLY, AND
NOT AS A NOMINEE OR AGENT AND NOT WITH A VIEW TOWARDS OR FOR RESALE IN
CONNECTION WITH THEIR DISTRIBUTION.
3.5
PURCHASER CAN PROTECT ITS INTEREST.
THE
PURCHASER REPRESENTS THAT BY REASON OF ITS, OR OF ITS MANAGEMENT'S, BUSINESS AND
FINANCIAL EXPERIENCE, THE PURCHASER HAS THE CAPACITY TO EVALUATE THE MERITS AND
RISKS OF ITS INVESTMENT IN THE SECURITIES AND TO PROTECT ITS OWN INTERESTS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, AND THE OTHER
TRANSACTION DOCUMENTS.
FURTHER, THE PURCHASER IS AWARE OF NO PUBLICATION OF ANY
ADVERTISEMENT
12
in connection with the transactions contemplated in the Agreement or the other
Transaction Documents.
3.6
ACCREDITED INVESTOR.
THE PURCHASER REPRESENTS
THAT IT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D.
3.7
LEGENDS.
(A)
THE CONVERSION SHARES AND THE WARRANT
SHARES, IF NOT ISSUED BY DWAC SYSTEM (AS HEREINAFTER DEFINED), SHALL BEAR A
LEGEND WHICH SHALL BE IN SUBSTANTIALLY THE FOLLOWING FORM UNTIL SUCH SHARES ARE
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT FILED WITH THE SEC:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR IF APPLICABLE, STATE SECURITIES LAWS.
THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN