OTHER DATE OR TIME AS THE PARTIES MAY AGREE UPON IN WRITING (THE "CLOSING").
3.
DELIVERIES AT CLOSING.
(A)
DELIVERIES BY THE INVESTOR.
AT THE CLOSING, EACH INVESTOR SHALL
DELIVER TO THE COMPANY THE AGGREGATE PURCHASE PRICE BY 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, COVENANTS 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, AS THE CASE MAY BE, 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 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,