CONTEMPLATED BY THIS AGREEMENT (THE "CLOSING") SHALL OCCUR ON THE
CLOSING DATE AT SUCH LOCATION AS MAY BE AGREED TO BY THE PARTIES AND MAY BE
UNDERTAKEN REMOTELY BY FACSIMILE OR OTHER ELECTRONIC TRANSMISSION.
(d)
Purchase Price; Minimum and Maximum. The Purchase Price per Unit
is two hundred fifty thousand dollars $250,000.00 (the "Purchase Price") and the
Company is offering a total of four (4) Units for gross proceeds of one million
dollars $1,000,000.00 to the Purchaser.
2.
Representations and Warranties of the Purchaser. The Purchaser
hereby acknowledges, represents, and warrants to the Company that:
(a)
Investment Purpose. As of the date hereof, the Purchaser is
purchasing the Notes and the Warrants and the shares of Common Stock issuable
upon exercise thereof (the "Warrant Shares" and, collectively the Notes, and
Warrants are sometimes referred to as the "Securities") for its own account and
not with a view towards the public sale or distribution thereof, except pursuant
to sales registered or exempted from registration under the Securities Act;
provided, however, that by making the representations herein, the Purchaser 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
Securities Act. The Purchaser has no agreement or arrangement, formal or
informal, with any person to sell or transfer all or any part of the Securities,
and the Purchaser has no plans to enter into any such agreement or arrangement.
(B)
ACCREDITED INVESTOR STATUS. THE PURCHASER IS AN "ACCREDITED
INVESTOR," AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D PROMULGATED
UNDER THE SECURITIES ACT (AN "ACCREDITED INVESTOR"), AND PURCHASER HAS COMPLETED
THE "INVESTOR QUESTIONNAIRE" AS ATTACHED HERETO AS ANNEX B.
(C)
RELIANCE ON EXEMPTIONS. NEITHER THE UNITS NOR THE SECURITIES
OFFERED ARE REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS.
THE PURCHASER UNDERSTANDS THAT THE SECURITIES ARE BEING OFFERED AND SOLD TO IT
IN RELIANCE UPON SPECIFIC EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
UNITED STATES FEDERAL AND STATE SECURITIES LAWS AND THAT THE COMPANY IS RELYING
UPON THE TRUTH AND ACCURACY OF, AND THE PURCHASER'S COMPLIANCE WITH, THE
REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF
THE PURCHASER SET FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH
EXEMPTIONS AND THE ELIGIBILITY OF THE PURCHASER TO ACQUIRE THE SECURITIES.
(D)
INFORMATION.
THE PURCHASER AND ITS ADVISORS, IF ANY, ACKNOWLEDGES
THAT THEY 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 WHICH HAVE BEEN REQUESTED BY THE PURCHASER OR ITS
ADVISORS, HAVE CAREFULLY REVIEWED THEM AND UNDERSTANDS THE INFORMATION CONTAINED
THEREIN. THE PURCHASER AND ITS ADVISORS, IF ANY, HAVE BEEN AFFORDED THE
OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY AND THE PURCHASER AND ITS ADVISORS
HAVE HAD ACCESS, THROUGH THE MEMORANDUM AND/OR THE EDGAR SYSTEM, TO TRUE AND
COMPLETE