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, 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 OWN ITS PROPERTIES
AND CONDUCT ITS BUSINESS AS DESCRIBED IN THE PROSPECTUS, AND