THE SHARES
BY THE INVESTOR'S CUSTODIAN 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.
PRIOR TO 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, SEVERALLY AND NOT JOINTLY, REPRESENTS, WARRANTS AND AGREES AS FOLLOWS:
(1)
INVESTOR HAS RECEIVED 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 ANY AMENDMENTS THERETO, BY ELECTRONIC MAIL.
(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.
(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
2
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 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 FOLLOWS:
(1)
THE COMPANY HAS BEEN DULY INCORPORATED AND
HAS A VALID EXISTENCE AND THE AUTHORIZATION TO TRANSACT BUSINESS AS A
CORPORATION UNDER THE LAWS OF THE STATE OF DELAWARE, WITH CORPORATE POWER AND
AUTHORITY TO