Page 25 of 67 SEC Filing
5. Representations
and Warranties of the Investors. Each of the Investors hereby represents and warrants to the Company that:
5.1 Organization
and Existence. Such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this
Agreement.
5.2 Authorization.
The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been
duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor
in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability, relating to or affecting creditors’ rights generally.
5.3 Purchase Entirely
for Own Account. The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account,
not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and
such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation
of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or
any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be
deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer
registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.
5.4 Investment
Experience. Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities
and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of
the investment contemplated hereby.
5.5 Disclosure
of Information. Such Investor has had an opportunity to receive all information related to the Company requested by it and
to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the
offering of the Securities. Such Investor acknowledges receipt of copies of the SEC Filings. Neither such inquiries nor any other
due diligence investigation conducted by such Investor shall modify, amend or affect such Investor’s right to rely on the
Company’s representations and warranties contained in this Agreement.
5.6 Restricted
Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the
U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such Securities may be resold without registration under the 1933 Act only
in certain limited circumstances. Such Investor is aware of the provisions of Rule 144 and promulgated under the 1933 Act, which
subjects resales of the Securities to the satisfaction of certain conditions. Such Investor acknowledges and understands that
the Company may not be satisfying the current applicable public information requirements at the time such Investor wishes to sell
the Shares, the Warrant Shares or the Debenture Shares, and that therefore, such Investor may be precluded from selling such securities.
Such Investor acknowledges that, in the event the applicable requirements of Rule 144 is not met, registration under the 1933
Act or an exemption from registration will be required for any disposition of the Shares, the Warrant Shares and the Debenture
Shares. Such Investor acknowledges that the Company has no intention to register the Securities and understands that it will have
a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that
such persons, and the brokers who participate in the transactions, do so at their own risk.
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