ON THE SCHEDULE OF BUYERS), IF ANY, EACH DULY EXECUTED ON BEHALF OF THE
COMPANY AND REGISTERED ON THE TRANSFER BOOKS OF THE COMPANY IN THE NAME OF SUCH
BUYER OR ITS DESIGNEE.
2
2.
BUYER'S REPRESENTATIONS AND WARRANTIES.
Each Buyer, severally and not jointly, represents and warrants with respect to
only itself that:
(A)
ORGANIZATION; AUTHORITY. SUCH BUYER IS AN
ENTITY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE JURISDICTION OF ITS ORGANIZATION WITH THE REQUISITE POWER AND AUTHORITY TO
ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION
DOCUMENTS (AS DEFINED BELOW) TO WHICH IT IS A PARTY AND OTHERWISE TO CARRY OUT
ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
(B)
NO PUBLIC SALE OR DISTRIBUTION. SUCH BUYER
IS (I) ACQUIRING THE PREFERRED SHARES AND/OR THE COMMON SHARES AND THE WARRANTS,
AS APPLICABLE, (II) UPON CONVERSION OF THE PREFERRED SHARES WILL ACQUIRE THE
CONVERSION SHARES, AND (III) UPON EXERCISE OF THE WARRANTS WILL ACQUIRE THE
WARRANT SHARES, IN EACH CASE, FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TOWARDS,
OR FOR RESALE IN CONNECTION WITH, THE PUBLIC SALE OR DISTRIBUTION THEREOF,
EXCEPT PURSUANT TO SALES REGISTERED OR EXEMPTED UNDER THE 1933 ACT; PROVIDED,
HOWEVER, THAT BY MAKING THE REPRESENTATIONS HEREIN, SUCH BUYER 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 1933 ACT. SUCH
BUYER IS ACQUIRING THE SECURITIES HEREUNDER IN THE ORDINARY COURSE OF ITS
BUSINESS. SUCH BUYER DOES NOT PRESENTLY HAVE ANY AGREEMENT OR UNDERSTANDING,
DIRECTLY OR INDIRECTLY, WITH ANY PERSON TO DISTRIBUTE ANY OF THE SECURITIES.
(C)
ACCREDITED INVESTOR STATUS. SUCH BUYER IS
AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D.
(D)
RELIANCE ON EXEMPTIONS. SUCH BUYER
UNDERSTANDS THAT THE SECURITIES ARE BEING OFFERED AND SOLD TO IT IN RELIANCE ON
SPECIFIC EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL
AND STATE SECURITIES LAWS AND THAT THE COMPANY IS RELYING IN PART UPON THE TRUTH
AND ACCURACY OF, AND SUCH BUYER'S COMPLIANCE WITH, THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF SUCH BUYER SET
FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE
ELIGIBILITY OF SUCH BUYER TO ACQUIRE THE SECURITIES.
(E)
INFORMATION. SUCH BUYER AND ITS ADVISORS,
IF ANY, 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 SUCH BUYER. SUCH BUYER AND
ITS ADVISORS, IF ANY, HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF THE
COMPANY. NEITHER SUCH INQUIRIES NOR ANY OTHER DUE DILIGENCE INVESTIGATIONS
CONDUCTED BY SUCH BUYER OR ITS ADVISORS, IF ANY, OR ITS REPRESENTATIVES SHALL
MODIFY, AMEND OR AFFECT SUCH BUYER'S RIGHT TO RELY ON THE COMPANY'S
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN. SUCH BUYER UNDERSTANDS