TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE
THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
EXCEPT AS DISCLOSED IN THE SEC DOCUMENTS, NO EVENT HAS
OCCURRED AND NO CIRCUMSTANCE EXISTS THAT HAS OR COULD REASONABLY BE EXPECTED TO
HAVE A COMPANY MATERIAL ADVERSE EFFECT.
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS ANY OBLIGATIONS OR LIABILITIES OF ANY NATURE (WHETHER KNOWN OR
UNKNOWN, AND WHETHER
ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE), EXCEPT (I) AS
DISCLOSED OR RESERVED AGAINST IN THE SEC DOCUMENTS (INCLUDING IN THE FINANCIAL
STATEMENTS INCLUDED THEREIN), (II) AS DISCLOSED IN SCHEDULE 2.6, AND (III) FOR
CURRENT LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS SINCE DECEMBER
31, 2012.
2.7
LITIGATION.
EXCEPT AS DISCLOSED IN THE SEC DOCUMENTS, THERE ARE NO
SUITS, ACTIONS, CLAIMS, PROCEEDINGS OR INVESTIGATIONS PENDING OR, TO THE BEST
KNOWLEDGE OF THE COMPANY, THREATENED AGAINST, RELATING TO OR INVOLVING THE
COMPANY OR ANY SUBSIDIARY OF THE COMPANY OR ANY PROPERTIES OR RIGHTS OF THE
COMPANY OR ANY SUBSIDIARY BEFORE ANY COURT OR ADMINISTRATIVE OR GOVERNMENTAL
BODY, DOMESTIC OR FOREIGN, WHICH IF ADVERSELY DETERMINED WOULD, INDIVIDUALLY OR
IN THE AGGREGATE, HAVE A COMPANY MATERIAL ADVERSE EFFECT.
4
2.8
REGULATORY COMPLIANCE.
NEITHER THE COMPANY NOR ANY SUBSIDIARY OF
THE COMPANY IS IN VIOLATION OF, OR IN DEFAULT IN ANY RESPECT UNDER, THE
APPLICABLE STATUTES, RULES, REGULATIONS, ORDINANCES, ORDERS OR DECREES OF ALL
COURTS AND ARBITRAL BODIES AND ADMINISTRATIVE OR GOVERNMENTAL BODIES, AGENCIES
AND AUTHORITIES, DOMESTIC OR FOREIGN, HAVING, ASSERTING OR CLAIMING JURISDICTION
OVER ANY OF THEM OR OVER ANY PART OF THEIR OPERATIONS OR ASSETS, EXCEPT FOR SUCH
VIOLATIONS AND DEFAULTS WHICH WOULD NOT HAVE, INDIVIDUALLY OR IN THE AGGREGATE,
A COMPANY MATERIAL ADVERSE EFFECT.
ARTICLE 3
PURCHASER'S REPRESENTATIONS AND WARRANTIES
The Purchaser represents and warrants to the Company that:
3.1
INVESTMENT PURPOSE.
THE PURCHASER IS PURCHASING THE SECURITIES FOR
ITS OWN ACCOUNT AND NOT WITH A PRESENT VIEW TOWARD, OR FOR RESALE IN CONNECTION
WITH, THE PUBLIC SALE OR DISTRIBUTION THEREOF AND DOES NOT PRESENTLY HAVE ANY
INTENTION OF SELLING OR DISTRIBUTING ANY OF SUCH SECURITIES OR ANY ARRANGEMENT
OR UNDERSTANDING WITH ANY OTHER PERSONS REGARDING THE SALE OR DISTRIBUTION OF
SUCH SECURITIES EXCEPT PURSUANT TO A RULE 10B5‐1 PLAN WITH RESPECT TO SHARES OF
COMMON STOCK ISSUED AS STOCK DIVIDENDS, OR AS WOULD NOT RESULT IN A VIOLATION OF
THE SECURITIES ACT.
THE PURCHASER WILL NOT, DIRECTLY OR INDIRECTLY, OFFER,
SELL, PLEDGE, TRANSFER OR OTHERWISE DISPOSE OF (OR SOLICIT ANY OFFERS TO BUY,
PURCHASE OR OTHERWISE ACQUIRE OR TAKE A PLEDGE OF) ANY OF THE SECURITIES EXCEPT
IN ACCORDANCE WITH THE SECURITIES ACT.
3.2
INFORMATION.
THE PURCHASER HAS BEEN AFFORDED THE OPPORTUNITY TO ASK
QUESTIONS OF THE COMPANY REGARDING THE COMPANY, INCLUDING WITHOUT LIMITATION,
ALL ASPECTS OF THE COMPANY'S BUSINESS, OPERATIONS, FINANCIAL CONDITION,
PROSPECTS, INTELLECTUAL PROPERTY AND PENDING DISPUTES.
NEITHER SUCH INQUIRIES
NOR ANY OTHER INVESTIGATION CONDUCTED BY OR ON BEHALF OF THE PURCHASER OR ITS
REPRESENTATIVES OR COUNSEL SHALL MODIFY, AMEND OR AFFECT