Common use of Company Representations Clause in Contracts

Company Representations. The Company represents and warrants to the Purchaser that: A. The Company is duly incorporated under the laws of the State of Nevada and is in good standing in accordance with all applicable federal and state laws; B. The execution, delivery and performance of this Agreement by the Company and the performance of its obligations hereunder do not and will not constitute a breach or violation of any of the terms and provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Company’s Articles of Incorporation or By-laws, (ii) any indenture, mortgage, deed of trust, agreement or any instrument to which the Company is a party or by which it or any of its property is bound, (iii) any applicable statute or regulation, or (iv) any judgment, decree or order of any court or government body having jurisdiction over the Company or any of its property; C. The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within the Company’s corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of the Company; D. There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely affect the properties or assets thereof; E. The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties; F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to this Agreement.

Company Representations. The Company hereby represents and warrants to the Purchaser that: A. (a) The execution and delivery by the Company is of this Agreement, the performance by the Company of its covenants and agreements under this Agreement, and the consummation by the Company of the transactions contemplated by this Agreement have been duly incorporated under authorized by all necessary corporate action. When executed and delivered by the Company, this Agreement shall constitute the valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms. (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated in this Agreement will violate any provision of the Restated Certificate of Incorporation or By-laws of the State Company or any law, rule regulation, writ, judgment, injunction, decree, determination, award or other order of Nevada and any court, governmental agency or instrumentality binding upon the Company, or conflict with or result in any breach of or event of termination or right of acceleration under any of the terms of, or the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature pursuant to, the terms of any contract or agreement to which the Company is in good standing in accordance with all applicable federal and state laws; B. The a party or by which the Company or any of its properties or assets is bound. No consent, approval, notice to or other authorization of any governmental body, agency or instrumentality, or any other person or entity, is required for the execution, delivery and performance of this Agreement by the Company (other than notices heretofore timely delivered). (c) The Restricted Shares, Initial Option Shares and Additional Option Shares, when issued and delivered in accordance with the performance terms of its obligations hereunder do this Agreement, shall be validly issued, fully paid and non-assessable shares of Common Stock, free and clear of any mortgages, deeds of trust, pledges, liens, security interests or any charges or encumbrances of any nature (other than the restrictions on the Restricted Shares expressly contemplated hereunder). There are no preemptive rights with regard to the issuance of the Restricted Shares, Initial Option Shares and Additional Option Shares to the Executive. (d) The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is set forth in the SEC Reports (as defined below). All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and will not constitute a breach or non-assessable, have been issued in compliance in all material respects with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the terms Company. Except as specified in the SEC Reports and provisions ofSchedule B, attached hereto and incorporated herein, there are no outstanding options, warrants or other rights to subscribe to, calls or commitments of any character whatsoever relating to, or constitute a default under securities, rights or conflict with obligations convertible into or violate exchangeable for, or giving any provisions person or entity any right to subscribe for or acquire, any shares of (i) the Company’s Articles of Incorporation capital stock, or By-lawscontracts, (ii) any indenturecommitments, mortgage, deed of trust, agreement understandings or any instrument to which the Company is a party or arrangements by which it or any of its property is bound, (iii) any applicable statute or regulation, or (iv) any judgment, decree or order of any court or government body having jurisdiction over the Company or any subsidiary is or may become bound to issue additional shares of its property; C. The executioncapital stock of the Company, delivery or options, securities or rights convertible or exchangeable into shares of capital stock of the Company. Except for customary adjustments as a result of stock dividends, stock splits, combination of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders of the Company) and performance of this Agreement and the consummation of the issuance of the Restricted Shares, Initial Option Shares and Additional Option Shares will not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or other securities to any person or entity and will not, result in a right of any holder of securities to adjust the exercise, conversion, exchange or reset price under such securities. (e) The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the date hereof, the Company is not aware of any event (other than the transactions contemplated by this Agreement are within Agreement) that requires the Company’s corporate powers and have been duly authorized filing of a Form 8-K after the Effective Date. As of their respective dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all necessary corporate and stockholder action on behalf material respects with the requirements of the Company; D. There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to Securities Act and the knowledge Exchange Act and the rules and regulations of the CompanyCommission promulgated thereunder, threatened against or affecting the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects and none of the CompanySEC Reports, when filed, contained any untrue statement of a material fact or which might materially and adversely affect omitted to state a material fact required to be stated therein or necessary in order to make the properties or assets thereof; E. The Company is not statements therein, in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any light of the terms or provisions ofcircumstances under which they were made, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties not misleading. (f) The financial statements of the Company under any included in the SEC Reports comply in all material deed respects with applicable accounting requirements and the rules and regulations of trust the Commission with respect thereto as in effect at the time of filing (or other material agreement or instrument to which the Company is party or extent corrected by which it is bound or any statute a subsequent restatement). Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the Articles of Incorporation or By-laws of notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties; F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability position of the Company and its consolidated subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to perform its obligations pursuant to this Agreementnormal, year-end audit adjustments.

Company Representations. The Company represents and warrants to the Purchaser thatSubscriber as follows: A. (a) The Company is duly incorporated under empowered, authorized and qualified to enter into this Agreement, the laws Advisory Agreement and the Administration Agreement, and the person signing this Agreement, the Advisory Agreement and the Administration Agreement on behalf of the State of Nevada Company has been duly authorized by the Company to do so. (b) The execution and is in good standing in accordance with all applicable federal and state laws; B. The execution, delivery and performance of this Agreement, the Advisory Agreement and the Administration Agreement by the Company and the performance of its duties and obligations hereunder and thereunder do not and will not constitute result in a breach or violation of any of the terms and terms, conditions or provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Company’s Articles of Incorporation or By-lawsunder, (ii) any indenture, mortgage, deed of trust, agreement credit agreement, note or other evidence of indebtedness, or any instrument lease or other agreement, or any license, permit, franchise or certificate, to which the Company is a party or by which it is bound or to which any of its property is boundproperties are subject, (iii) or require any applicable statute authorization or approval under or pursuant to any of the foregoing, violate the organizational documents of the Company, or violate in any material respect any statute, regulation, law, order, writ, injunction or decree to which the Company is subject. (ivc) The Company is not in default (nor has any judgmentevent occurred which with notice, decree lapse of time, or order both, would constitute a default) in the performance of any court obligation, agreement or government body having jurisdiction over condition contained in this Agreement, the Advisory Agreement and the Administration Agreement, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness or any lease or other agreement or understanding, or any license, permit, franchise or certificate, to which it is a party or by which it is bound or to which its properties are subject, nor is it in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the Company or any of its property; C. The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within impair the Company’s corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of ability to carry out its obligations under this Agreement or the Company;Advisory Agreement. D. (d) There is no actionlitigation, suit investigation or other proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against the Company that, if adversely determined, would materially adversely affect the business or affecting financial condition of the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely affect the properties or assets thereof; E. The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties; F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to under this Agreement, the Advisory Agreement and the Administration Agreement. (e) The Shares to be issued and sold by the Company to the Subscriber hereunder have been duly authorized and, when issued and delivered to the Subscriber against payment therefore as provided in this Agreement, will be validly issued, fully paid and non-assessable.

Company Representations. The Company represents and warrants to the Purchaser thatInvestor as follows: A. (a) The Company is duly incorporated under empowered, authorized and qualified to enter into this Agreement, the laws Investment Advisory Agreement and the Administration Agreement, and the person signing this Agreement, the Investment Advisory Agreement and the Administration Agreement on behalf of the State of Nevada Company has been duly authorized by the Company to do so. (b) The execution and is in good standing in accordance with all applicable federal and state laws; B. The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement by the Company and the performance of its duties and obligations hereunder and thereunder do not and will not constitute result in a breach or violation of any of the terms and terms, conditions or provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Company’s Articles of Incorporation or By-lawsunder, (ii) any indenture, mortgage, deed of trust, agreement credit agreement, note or other evidence of indebtedness, or any instrument lease or other agreement, or any license, permit, franchise or certificate, to which the Company is a party or by which it is bound or to which any of its property is boundproperties are subject, (iii) or require any applicable statute authorization or approval under or pursuant to any of the foregoing, violate the organizational documents of the Company, or violate in any material respect any statute, regulation, law, order, writ, injunction or decree to which the Company is subject. (ivc) The Company is not in default (nor has any judgmentevent occurred which with notice, decree lapse of time, or order both, would constitute a default) in the performance of any court obligation, agreement or government body having jurisdiction over condition contained in this Agreement, the Investment Advisory Agreement and the Administration Agreement, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness or any lease or other agreement or understanding, or any license, permit, franchise or certificate, to which it is a party or by which it is bound or to which its properties are subject, nor is it in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the Company or any of its property; C. The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within impair the Company’s corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of ability to carry out its obligations under this Agreement or the Company;Investment Advisory Agreement. D. (d) There is no actionlitigation, suit investigation or other proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against the Company that, if adversely determined, would materially adversely affect the business or affecting financial condition of the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely affect the properties or assets thereof; E. The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties; F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to under this Agreement, the Investment Advisory Agreement and the Administration Agreement. (e) The Shares to be issued and sold by the Company to the Investor hereunder have been duly authorized and, when issued and delivered to the Investor against payment therefore as provided in this Agreement, will be validly issued, fully paid and non-assessable. (f) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

Company Representations. The Company represents and warrants to the Purchaser that: A. The Company is duly incorporated under the laws of the State of Nevada and is in good standing in accordance with all applicable federal and state laws; B. The execution, delivery and performance of this Agreement by the Company and the performance of its obligations hereunder do not and will not constitute a breach or violation of any of the terms and provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Company’s 's Articles of Incorporation or By-laws, (ii) any indenture, mortgage, deed of trust, agreement or any instrument to which the Company is a party or by which it or any of its property is bound, (iii) any applicable statute or regulation, or (iv) any judgment, decree or order of any court or government body having jurisdiction over the Company or any of its property; C. The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within the Company’s 's corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of the Company; D. There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely affect the properties or assets thereof; E. The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties; F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to this Agreement.

Company Representations. The Company represents and warrants to the Purchaser thatInvestor as follows: A. (a) The Company is duly incorporated under empowered, authorized and qualified to enter into this Agreement, the laws Investment Advisory Agreement and the Administration Agreement, and the person signing this Agreement, the Investment Advisory Agreement and the Administration Agreement on behalf of the State of Nevada Company has been duly authorized by the Company to do so. (b) The execution and is in good standing in accordance with all applicable federal and state laws; B. The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement by the Company and the performance of its duties and obligations hereunder and thereunder do not and will not constitute result in a breach or violation of any of the terms and terms, conditions or provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Company’s Articles of Incorporation or By-lawsunder, (ii) any indenture, mortgage, deed of trust, agreement credit agreement, note or other evidence of indebtedness, or any instrument lease or other agreement, or any license, permit, franchise or certificate, to which the Company is a party or by which it is bound or to which any of its property is boundproperties are subject, (iii) or require any applicable statute authorization or approval under or pursuant to any of the foregoing, violate the organizational documents of the Company, or violate in any material respect any statute, regulation, law, order, writ, injunction or decree to which the Company is subject. (ivc) The Company is not in default (nor has any judgmentevent occurred which with notice, decree lapse of time, or order both, would constitute a default) in the performance of any court obligation, agreement or government body having jurisdiction over condition contained in this Agreement, the Investment Advisory Agreement and the Administration Agreement, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness or any lease or other agreement or understanding, or any license, permit, franchise or certificate, to which it is a party or by which it is bound or to which its properties are subject, nor is it in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the Company or any of its property; C. The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within impair the Company’s corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of ability to carry out its obligations under this Agreement or the Company;Investment Advisory Agreement. D. (d) There is no actionlitigation, suit investigation or other proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against the Company that, if adversely determined, would materially adversely affect the business or affecting financial condition of the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely affect the properties or assets thereof; E. The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties; F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to under this Agreement, the Investment Advisory Agreement and the Administration Agreement. (e) The Shares to be issued and sold by the Company to the Investor hereunder have been duly authorized and, when issued and delivered to the Investor against payment therefore as provided in this Agreement, will be validly issued, fully paid and non-assessable.

Company Representations. The Company represents and warrants to the Purchaser thatas follows: A. (a) The Company is duly incorporated under empowered, authorized and qualified to enter into this Agreement, and the laws person signing this Agreement on behalf of the State of Nevada Company has been duly authorized by the Company to do so. (b) The execution and is in good standing in accordance with all applicable federal and state laws; B. The execution, delivery and performance of this Agreement by the Company and the performance of its duties and obligations hereunder do not and will not constitute result in a breach or violation of any of the terms and terms, conditions or provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Company’s Articles of Incorporation or By-lawsunder, (ii) any indenture, mortgage, deed of trust, agreement credit agreement, note or other evidence of indebtedness, or any instrument lease or other agreement, or any license, permit, franchise or certificate, to which the Company is a party or by which it is bound or to which any of its property is boundproperties are subject, (iii) or require any applicable statute authorization or approval, except as have already been or will be made or obtained, under or pursuant to any of the foregoing, violate the organizational documents of the Company, or violate in any material respect any statute, regulation, law, order, writ, injunction or decree to which the Company is subject. (ivc) The Company is not in default (nor has any judgmentevent occurred which with notice, decree lapse of time, or order both, would constitute a default) in the performance of any court obligation, agreement or government body having jurisdiction over condition contained in this Agreement, the Advisory Agreement and the Administration Agreement, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness or any lease or other agreement or understanding, or any license, permit, franchise or certificate, to which it is a party or by which it is bound or to which its properties are subject, nor is it in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the Company or any of its property; C. The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within impair the Company’s corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of ability to carry out its obligations under this Agreement or the Company;Advisory Agreement. D. (d) There is no actionlitigation, suit investigation or other proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against the Company that, if adversely determined, would materially adversely affect the business or affecting financial condition of the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely affect the properties or assets thereof; E. The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties; F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to under this Agreement, the Advisory Agreement and the Administration Agreement. (e) The Shares to be issued and sold by the Company to the Purchaser hereunder have been duly authorized and, when issued and delivered to the Purchaser against payment therefore as provided in this Agreement, will be validly issued, fully paid and non-assessable.

Company Representations. The Company represents and warrants to the Purchaser thatInvestor as follows: A. (a) The Company is duly incorporated under empowered, authorized and qualified to enter into this Agreement, the laws Investment Advisory Agreement and the Administration Agreement, and the person signing this Agreement, the Investment Advisory Agreement and the Administration Agreement on behalf of the State of Nevada Company has been duly authorized by the Company to do so. (b) The execution and is in good standing in accordance with all applicable federal and state laws; B. The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement by the Company and the performance of its duties and obligations hereunder and thereunder do not and will not constitute result in a breach or violation of any of the terms and terms, conditions or provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Company’s Articles of Incorporation or By-lawsunder, (ii) any indenture, mortgage, deed of trust, agreement credit agreement, note or other evidence of indebtedness, or any instrument lease or other agreement, or any license, permit, franchise or certificate, to which the Company is a party or by which it is bound or to which any of its property is boundproperties are subject, (iii) or require any applicable statute authorization or approval under or pursuant to any of the foregoing, violate the organizational documents of the Company, or violate in any material respect any statute, regulation, law, order, writ, injunction or decree to which the Company is subject. (ivc) The Company is not in default (nor has any judgmentevent occurred which with notice, decree lapse of time, or order both, would constitute a default) in the performance of any court obligation, agreement or government body having jurisdiction over condition contained in this Agreement, the Investment Advisory Agreement and the Administration Agreement, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness or any lease or other agreement or understanding, or any license, permit, franchise or certificate, to which it is a party or by which it is bound or to which its properties are subject, nor is it in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the Company or any of its property; C. The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within impair the Company’s corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of ability to carry out its obligations under this Agreement or the Company;Investment Advisory Agreement. D. (d) There is no actionlitigation, suit investigation or other proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against the Company that, if adversely determined, would materially adversely affect the business or affecting financial condition of the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely affect the properties or assets thereof; E. The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties; F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to under this Agreement, the Investment Advisory Agreement and the Administration Agreement. (e) The Shares to be issued and sold by the Company to the Investor hereunder have been duly authorized and, when issued and delivered to the Investor against payment therefore as provided in this Agreement, will be validly issued, fully paid and non-assessable. (f) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii—iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

Company Representations. The In connection with the transactions contemplated hereby, the Company represents and warrants to the Purchaser Seller that: A. (a) All consents, approvals, authorizations and orders necessary for the execution, delivery and performance by the Company of this Agreement and for the purchase and receipt of the Repurchase Shares to be purchased by the Company hereunder, have been obtained; and the Company has full right, power and authority to enter into this Agreement and to purchase and receive the Repurchase Shares to be purchased by the Company hereunder. (b) The Company is a corporation duly incorporated organized and existing under the laws of the State of Nevada Delaware. (c) This Agreement has been duly authorized, executed and is in good standing in accordance with all applicable federal and state laws;delivered by the Company. B. (d) The execution, delivery and performance of this Agreement compliance by the Company with this Agreement and the performance consummation of its obligations hereunder do not and the transactions herein contemplated will not constitute (i) conflict with or result in a breach or violation of any of the material terms and or provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Company’s Articles of Incorporation or By-laws, (ii) any material indenture, material mortgage, material deed of trust, material loan agreement or any other material agreement or instrument to which the Company or any of its Significant Subsidiaries (as defined in a draft Underwriting Agreement dated August 8, 2012) is a party or by which it the Company or any of its Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is boundsubject, (ii) violate any provision of the certificate of incorporation or by-laws, or other organizational documents, as applicable, of the Company or (iii) violate any applicable statute or regulationany order, rule or (iv) any judgment, decree or order regulation of any court or government governmental agency or body having jurisdiction over the Company or any of its property; C. The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within the Company’s corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of the Company; D. There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company Significant Subsidiaries or any of its their properties; except, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects case of the Company, or which might materially and adversely affect the properties or assets thereof; E. The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties; F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that clauses (i) could and (iii), as would not reasonably be expected to have a material adverse effect on the condition (business, management, financial position or otherwise) or on the earnings, business affairs, business prospects, properties or assets results of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability operations of the Company and its Significant Subsidiaries, taken as a whole (a “Material Adverse Effect”), in the case of each such clause, after giving effect to perform its obligations pursuant to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement.

Company Representations. (a) The Company represents has been duly incorporated and warrants organized and is validly existing and in good standing under the laws of its state of incorporation. The Company has the requisite corporate power and authority to the Purchaser that: A. own, lease and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly incorporated under the laws of the State of Nevada qualified and is authorized to do business and is in good standing as a foreign corporation in accordance with all applicable federal and state laws; B. The execution, delivery and performance of this Agreement by jurisdictions in which the Company and the performance nature of its obligations hereunder do not activities and will not constitute a breach or violation of any of the terms and provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Company’s Articles of Incorporation or By-laws, (ii) any indenture, mortgage, deed of trust, agreement or any instrument to which the Company is a party or by which it or any of its property is boundproperties (both owned and leased) makes such qualification necessary, (iii) any applicable statute or regulation, or (iv) any judgment, decree or order of any court or government body having jurisdiction over the Company or any of its property; C. The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within the Company’s corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of the Company; D. There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, except for those jurisdictions in which failure to the knowledge of the Company, threatened against or affecting the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely affect the properties or assets thereof; E. The Company is do so would not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties; F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition Company or its business (financial or otherwisea “Material Adverse Effect”). (b) or The Company has all requisite corporate power and authority to execute and deliver this SAFE and to carry out and perform all its obligations under this SAFE. Subject to Section 7(d), all corporate action on the earningspart of the Company necessary for the authorization, business affairsexecution, business prospectsdelivery of, properties and the performance of all obligations of the Company under this SAFE has been taken. This SAFE constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (c) To its knowledge, the Company is not in violation or default of any term of its current certificate of incorporation or bylaws, of any material statute, rule or regulation applicable to the Company, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violations or defaults that, individually or together with all such violations or defaults, would not have a Material Adverse Effect. The execution and delivery of this SAFE and the performance and consummation of the transactions contemplated by this SAFE will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties, or violate any material judgment, statute, rule or regulation applicable to the Company. (d) No consents or approvals are required in connection with the performance of this SAFE, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1 and 2. (e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others. (f) The Company has exercised reasonable care to determine whether any Company Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Act (“Disqualification Events”). To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Act. For purposes of this SAFE, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Act; provided, however, that Company Covered Persons do not include (a) any purchaser of a SAFE issued by the Company, or (iib) could reasonably any person or entity that is deemed to be expected to materially and adversely affect the ability an affiliated issuer of the Company to perform solely as a result of the relationship between the Company and any purchaser of a SAFE issued by the Company. (g) Assuming the accuracy of the representations and warranties of the Investor contained in Section 8 below, the offer, issue, and sale of this SAFE and the securities of the Company issuable upon conversion of this SAFE are and will be exempt from the registration and prospectus delivery requirements of the Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. (h) The Company shall use the proceeds of this SAFE solely for the operations of its obligations pursuant to this Agreementbusiness, and not for any personal, family or household purpose.

Company Representations. The Company represents and warrants to that, as of the Purchaser thatdate of this Agreement: A. (a) The Company is a New Mexico corporation duly incorporated organized, validly existing and in good standing under the laws of the State State, and has or will obtain at the necessary time, all necessary licenses and permits to lease and operate the Leased Property and other property financed with the proceeds of Nevada the Series 2018 Bond and the Series 2011 Bonds. The Company has not received any notice of an alleged violation and, to the best of its knowledge, is not in good standing in accordance with all violation of any zoning, land use, environmental or other similar law or regulation applicable federal to the property subject to the Lease. The Company has full right, power and state laws;authority to approve, enter into, deliver and/or perform its obligations under the Series 2018 Bond Documents. B. (b) The approval by the Company of the Series 2018 Bond Documents and the execution, delivery and performance of this Agreement its obligations under the Series 2018 Bond Documents, compliance by the Company with the provisions hereof and of any and all of the foregoing documents, the application by the Company of the proceeds of the sale of the Series 2018 Bond for the purposes described in the Indenture, and the performance consummation of its obligations hereunder the transactions contemplated herein do not and will not constitute a conflict with or result in the breach or violation of any of the terms and terms, conditions or provisions of, or constitute a default under the organizational documents or conflict with by-laws of the Company or violate any provisions of (i) the Company’s Articles of Incorporation or By-lawsmaterial agreement, (ii) any indenture, mortgage, deed of trust, agreement lease or any instrument to which the Company is a party or by which it the Company or any of its property is bound, (iii) or may be bound or any applicable statute existing law or court or administrative regulation, or (iv) any judgment, decree or order of any court or government body having jurisdiction over which is applicable to the Company or any of its property;, and do not and will not result in the creation or imposition of any lien of any nature upon any of the property of the Company, except for Permitted Liens. C. (c) To the best of the Company’s knowledge, no “Default,” “Event of Default” or event which, with notice or lapse of time or both, would constitute a “Default” or an “Event of Default” under the Series 2018 Bond Documents has occurred and is continuing. (d) The Company has duly authorized all necessary action to be taken by it for (i) the issuance and delivery of the Series 2018 Bond by the Issuer upon the terms and conditions and for the uses set forth or described herein and in the Indenture; (ii) the approval of the Series 2018 Bond and the Indenture; and (iii) the execution, delivery and performance or receipt of this Agreement and the consummation performance as applicable, of its obligations under the issuance of Series 2018 Bond Documents and any and all such other agreements and documents as may be required to be executed, delivered or received by the Shares Company in order to carry out, effectuate and consummate the transactions contemplated by this Agreement are within herein and therein. (e) The Company will not take or omit to take any action which will in any way cause or result in the proceeds of the sale of the Series 2018 Bond being applied in a manner other than as provided in the Indenture and the Lease. (f) To the best of the Company’s corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of the Company; D. There knowledge, there is no action, suit suit, proceeding, inquiry or proceeding investigation at law or in equity before or by any court public board or governmental agency or body, domestic or foreign, now body pending or, to the knowledge best of the Company’s knowledge, threatened against or affecting the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely affect the properties or assets thereof; E. The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, orderwherein an unfavorable decision, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties; F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to finding would have a material adverse effect on (i) the condition (financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to transactions contemplated in this Agreement.Bond Purchase Agreement or

Company Representations. The Company represents and warrants to the Purchaser that: : A. The Company is duly incorporated under the laws of the State of Nevada and is in good standing in accordance with all applicable federal and state laws; ; B. The execution, delivery and performance of this Agreement by the Company and the performance of its obligations hereunder do not and will not constitute a breach or violation of any of the terms and provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Company’s Articles of Incorporation or By-laws, (ii) any indenture, mortgage, deed of trust, agreement or any instrument to which the Company is a party or by which it or any of its property is bound, (iii) any applicable statute or regulation, or (iv) any judgment, decree or order of any court or government body having jurisdiction over the Company or any of its property; ; C. The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within the Company’s corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of the Company; ; D. There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely affect the properties or assets thereof; ; E. The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties; ; F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to this Agreement.