OF THE COMPANY, ANY OF ITS PREDECESSORS, ANY AFFILIATED
ISSUER, ANY DIRECTOR, EXECUTIVE OFFICER, OTHER OFFICER OF THE COMPANY
PARTICIPATING IN THE OFFERING HEREUNDER, ANY BENEFICIAL OWNER OF 20% OR MORE OF
THE COMPANY'S OUTSTANDING VOTING EQUITY SECURITIES, CALCULATED ON THE BASIS OF
VOTING POWER, NOR ANY PROMOTER (AS THAT TERM IS DEFINED IN RULE 405 UNDER THE
SECURITIES ACT) CONNECTED WITH THE COMPANY IN ANY CAPACITY AT THE TIME OF SALE
(EACH, AN "ISSUER COVERED PERSON") IS SUBJECT TO ANY OF THE "BAD ACTOR"
DISQUALIFICATIONS DESCRIBED IN RULE 506(D)(1)(I) TO (VIII) UNDER THE SECURITIES
ACT (A "DISQUALIFICATION EVENT"), EXCEPT FOR A DISQUALIFICATION EVENT COVERED BY
RULE 506(D)(2) OR (D)(3). THE COMPANY HAS EXERCISED REASONABLE CARE TO DETERMINE
WHETHER ANY ISSUER COVERED PERSON IS SUBJECT TO A DISQUALIFICATION EVENT. THE
COMPANY HAS COMPLIED, TO THE EXTENT APPLICABLE, WITH ITS DISCLOSURE OBLIGATIONS
UNDER RULE 506(E), AND HAS FURNISHED TO THE PURCHASERS A COPY OF ANY DISCLOSURES
PROVIDED THEREUNDER.
(QQ)
OTHER COVERED PERSONS.
OTHER THAN THE PLACEMENT AGENT, THE
COMPANY IS NOT AWARE OF ANY PERSON (OTHER THAN ANY ISSUER COVERED PERSON) THAT
HAS BEEN OR WILL BE PAID (DIRECTLY OR INDIRECTLY) REMUNERATION FOR SOLICITATION
OF PURCHASERS IN CONNECTION WITH THE SALE OF ANY SECURITIES.
(RR)
NOTICE OF DISQUALIFICATION EVENTS.
THE COMPANY WILL NOTIFY
THE PURCHASERS IN WRITING, PRIOR TO THE CLOSING DATE OF (I) ANY DISQUALIFICATION
EVENT RELATING TO ANY ISSUER COVERED PERSON AND (II) ANY EVENT THAT WOULD, WITH
THE PASSAGE OF TIME, REASONABLY BE EXPECTED TO BECOME A DISQUALIFICATION EVENT
RELATING TO ANY ISSUER COVERED PERSON, IN EACH CASE OF WHICH IT IS AWARE.
3.2
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
EACH
PURCHASER, FOR ITSELF AND FOR NO OTHER PURCHASER, HEREBY REPRESENTS AND WARRANTS
AS OF THE DATE HEREOF AND AS OF THE CLOSING DATE TO THE COMPANY AS FOLLOWS
(UNLESS AS OF A SPECIFIC DATE THEREIN, IN WHICH CASE THEY SHALL BE ACCURATE AS
OF SUCH DATE):
(A)
ORGANIZATION; AUTHORITY.
SUCH PURCHASER IS EITHER AN
INDIVIDUAL OR AN ENTITY DULY INCORPORATED OR FORMED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR
FORMATION WITH FULL RIGHT, CORPORATE, PARTNERSHIP, LIMITED LIABILITY COMPANY OR
SIMILAR POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS
OBLIGATIONS HEREUNDER AND THEREUNDER. THE EXECUTION AND DELIVERY OF THE
TRANSACTION DOCUMENTS AND PERFORMANCE BY SUCH PURCHASER OF THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE, PARTNERSHIP, LIMITED LIABILITY COMPANY OR SIMILAR ACTION,
AS APPLICABLE, ON THE PART OF SUCH PURCHASER.
EACH TRANSACTION DOCUMENT TO
WHICH IT IS A PARTY HAS BEEN DULY EXECUTED BY SUCH PURCHASER, AND WHEN DELIVERED
BY SUCH PURCHASER IN ACCORDANCE WITH THE TERMS HEREOF, WILL CONSTITUTE THE VALID
AND LEGALLY BINDING OBLIGATION OF SUCH PURCHASER, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS, EXCEPT: (I) AS LIMITED BY GENERAL EQUITABLE
PRINCIPLES AND APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND
OTHER LAWS OF GENERAL APPLICATION AFFECTING