TO THE CLOSING)
2
which such Buyer is then purchasing along with the Warrants (in the amounts as
such Buyer shall have requested prior to the Closing) such Buyer is purchasing,
duly executed on behalf of the Company and registered in the name of such Buyer
or its designee.
2.
BUYER'S REPRESENTATIONS AND WARRANTIES.
Each Buyer represents and warrants with respect to only itself that:
(A)
NO PUBLIC SALE OR DISTRIBUTION.
SUCH BUYER
IS (I) ACQUIRING THE NOTES AND THE WARRANTS, AND (II) UPON CONVERSION OF THE
NOTES
WILL ACQUIRE THE CONVERSION SHARES ISSUABLE UPON CONVERSION OF THE NOTES,
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.
(B)
ACCREDITED INVESTOR STATUS.
SUCH BUYER IS
AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D.
(C)
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.
(D)
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.
(E)
EXPERIENCE OF SUCH BUYER.
SUCH BUYER
UNDERSTANDS THAT ITS INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF
RISK.
SUCH BUYER, EITHER ALONE OR TOGETHER WITH ITS REPRESENTATIVES, HAS SUCH
KNOWLEDGE, SOPHISTICATION AND EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS SO AS
TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT
IN THE SECURITIES, AND HAS SO EVALUATED THE MERITS AND RISKS OF SUCH
INVESTMENT.
SUCH BUYER IS ABLE TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN
THE SECURITIES AND, AT THE PRESENT TIME, IS ABLE TO AFFORD