WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT DESIGNATED BY THE COMPANY AS SET FORTH
ON SCHEDULE I HERETO, WHICH FUNDS WILL BE DELIVERED TO THE COMPANY IN
CONSIDERATION OF THE INVESTOR SHARES ISSUED AT THE CLOSING.
(B)
DELIVERIES BY THE COMPANY. AT THE CLOSING, THE COMPANY SHALL
DELIVER TO EACH INVESTOR THE INVESTOR SHARES THROUGH THE DEPOSITORY TRUST
COMPANY DWAC SYSTEM TO THE ACCOUNT THAT THE INVESTOR HAS SPECIFIED IN WRITING TO
THE COMPANY.
4.
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
(A)
INVESTOR REPRESENTATIONS, WARRANTIES AND COVENANTS. EACH INVESTOR
REPRESENTS, WARRANTS AND AGREES AS FOLLOWS:
(1)
INVESTOR HAS RECEIVED AND REVIEWED COPIES OF THE REGISTRATION
STATEMENT AND THE PROSPECTUS, INCLUDING ALL DOCUMENTS AND INFORMATION
INCORPORATED BY REFERENCE THEREIN AND AMENDMENTS THERETO, AND UNDERSTANDS THAT
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS THAT WERE NOT CONTAINED IN THE REGISTRATION STATEMENT AND THE
PROSPECTUS, AND INVESTOR HAS NOT RELIED ON ANY SUCH OTHER INFORMATION OR
REPRESENTATIONS IN MAKING A DECISION TO PURCHASE THE INVESTOR SHARES. INVESTOR
HEREBY CONSENTS TO RECEIVING DELIVERY OF THE REGISTRATION STATEMENT AND THE
PROSPECTUS, INCLUDING ALL DOCUMENTS AND INFORMATION INCORPORATED BY REFERENCE
THEREIN AND AMENDMENTS THERETO, BY ELECTRONIC MAIL. INVESTOR UNDERSTANDS THAT AN
INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK FOR THE REASONS, AMONG
OTHERS, SET FORTH UNDER THE CAPTIONS "RISK FACTORS" IN THE PROSPECTUS.
(2)
INVESTOR ACKNOWLEDGES THAT IT HAS SOLE RESPONSIBILITY FOR ITS OWN
DUE DILIGENCE INVESTIGATION AND ITS OWN INVESTMENT DECISION, AND THAT IN
CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF THE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT AND THE PROSPECTUS
AND ITS INVESTMENT DECISION, INVESTOR HAS NOT RELIED ON ANY REPRESENTATION OR
INFORMATION NOT SET FORTH IN THIS AGREEMENT, THE REGISTRATION STATEMENT OR THE
PROSPECTUS, OR ANY PERSON AFFILIATED WITH THE COMPANY OR ON THE FACT THAT ANY
OTHER PERSON HAS DECIDED TO INVEST IN THE OFFERED SHARES.
(3)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY INVESTOR AND THE
PERFORMANCE OF THIS AGREEMENT AND THE CONSUMMATION BY INVESTOR OF THE
TRANSACTIONS CONTEMPLATED
2
HEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY (CORPORATE, PARTNERSHIP OR
LIMITED LIABILITY IN THE CASE OF A CORPORATION, PARTNERSHIP OR LIMITED LIABILITY
COMPANY) ACTION OF INVESTOR, AND THIS AGREEMENT, WHEN DULY EXECUTED AND
DELIVERED BY INVESTOR, WILL CONSTITUTE A VALID AND LEGALLY BINDING INSTRUMENT,
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS AGAINST INVESTOR, EXCEPT AS ENFORCEMENT
HEREOF MAY BE LIMITED BY THE EFFECT OF ANY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR SIMILAR LAWS OR COURT DECISIONS AFFECTING ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND EXCEPT AS ENFORCEMENT HEREOF IS SUBJECT TO
GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER ENFORCEMENT IS CONSIDERED IN
A PROCEEDING IN EQUITY OR AT LAW).
(4)
NO STATE, FEDERAL OR FOREIGN REGULATORY APPROVALS, PERMITS,
LICENSES OR CONSENTS OR OTHER CONTRACTUAL OR LEGAL OBLIGATIONS ARE REQUIRED FOR
INVESTOR TO ENTER INTO THIS AGREEMENT OR PURCHASE THE INVESTOR SHARES.
(B)
COMPANY REPRESENTATIONS, WARRANTIES AND COVENANTS. THE COMPANY
HEREBY REPRESENTS, WARRANTS AND AGREES AS