PROVIDED
FOR OR DISCLOSED IN THE FINANCIAL STATEMENTS.
4.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LENDER.
EACH LENDER
HEREBY REPRESENTS AND WARRANTS TO, AND AGREES WITH, THE COMPANY AS FOLLOWS:
4.1.
THE SUBJECT SECURITIES ARE BEING OFFERED AND ISSUED PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), PROVIDED BY SECTION 4(2) OF SUCH ACT. SUCH
LENDER IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 PROMULGATED UNDER THE
SECURITIES ACT), AND
4
THE COMPANY IS RELYING ON THE REPRESENTATIONS MADE SUCH LENDER IN THIS AGREEMENT
IN DETERMINING THE AVAILABILITY OF SUCH EXEMPTION.
4.2.
EACH OF THE TRANSACTION DOCUMENTS TO WHICH SUCH LENDER IS PARTY
HAS BEEN DULY EXECUTED AND DELIVERED BY SUCH LENDER AND CONSTITUTES THE LEGAL,
VALID AND BINDING OBLIGATION OF SUCH LENDER, ENFORCEABLE AGAINST SUCH LENDER IN
ACCORDANCE WITH ITS TERMS.
4.3.
NEITHER THE EXECUTION, DELIVERY NOR PERFORMANCE OF THE TRANSACTION
DOCUMENTS BY SUCH LENDER VIOLATES OR CONFLICTS WITH, CREATES (WITH OR WITHOUT
THE GIVING OF NOTICE OR THE LAPSE OF TIME, OR BOTH) A DEFAULT UNDER OR A LIEN OR
ENCUMBRANCE UPON ANY OF SUCH LENDER'S ASSETS OR PROPERTIES PURSUANT TO, OR
REQUIRES THE CONSENT, APPROVAL OR ORDER OF ANY GOVERNMENT OR GOVERNMENTAL AGENCY
OR OTHER PERSON OR ENTITY UNDER (A) ANY NOTE, INDENTURE, LEASE, LICENSE OR OTHER
AGREEMENT TO WHICH SUCH LENDER IS A PARTY OR BY WHICH IT OR ANY OF ITS ASSETS OR
PROPERTIES IS BOUND OR (B) ANY STATUTE, LAW, RULE, REGULATION OR COURT DECREE
BINDING UPON OR APPLICABLE TO SUCH LENDER OR ITS ASSETS OR PROPERTIES.
4.4.
SUCH LENDER HAS RECEIVED, READ CAREFULLY AND IS FAMILIAR WITH THE
TRANSACTION DOCUMENTS AND THE SEC FILINGS.
4.5.
SUCH LENDER IS FAMILIAR WITH THE BUSINESS, PLANS AND FINANCIAL
CONDITION OF THE COMPANY; SUCH LENDER HAS RECEIVED ALL MATERIALS THAT HAVE BEEN
REQUESTED BY SUCH LENDER; SUCH LENDER HAS HAD A REASONABLE OPPORTUNITY TO ASK
QUESTIONS OF THE COMPANY AND ITS REPRESENTATIVES, AND THE COMPANY HAS ANSWERED
TO THE SATISFACTION OF SUCH LENDER ALL INQUIRIES THAT SUCH LENDER OR SUCH
LENDER'S REPRESENTATIVES HAVE PUT TO IT. SUCH LENDER HAS HAD ACCESS TO ALL
ADDITIONAL INFORMATION THAT SUCH LENDER HAS DEEMED NECESSARY TO VERIFY THE
ACCURACY OF THE INFORMATION SET FORTH IN THIS AGREEMENT AND THE SEC FILINGS, AND
HAS TAKEN ALL THE STEPS NECESSARY TO EVALUATE THE MERITS AND RISKS OF AN
INVESTMENT AS PROPOSED UNDER THIS AGREEMENT.
4.6.
SUCH LENDER ACKNOWLEDGES THAT THE COMMITMENT TO PURCHASE THE
SUBJECT SECURITIES PURSUANT HERETO IS AND SHALL BE IRREVOCABLE AND THE
AGREEMENTS CONTAINED HEREIN SHALL SURVIVE THE INSOLVENCY, DEATH OR DISABILITY OF
SUCH LENDER.
4.7.
SUCH LENDER HAS PRIOR INVESTMENT EXPERIENCE, INCLUDING INVESTMENT
IN SECURITIES WHICH ARE NON-LISTED, UNREGISTERED AND/OR NOT TRADED ON AN
AUTOMATED QUOTATION SYSTEM; SUCH LENDER RECOGNIZES THE HIGHLY SPECULATIVE NATURE
OF AN INVESTMENT IN THE SUBJECT SECURITIES; AND SUCH LENDER IS ABLE TO BEAR THE
ECONOMIC RISK WHICH LENDER HEREBY ASSUMES.
4.8.
SUCH LENDER UNDERSTANDS THE VARIOUS RISKS OF AN INVESTMENT IN THE