Common use of Representations and Warranties of Lenders Clause in Contracts

Representations and Warranties of Lenders. Each Lender represents and warrants to the Company that it: (a) is an “accredited investor” as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”). (b) is acquiring the Notes and Warrants for its own account for investment only and not with a view to the distribution or public offering thereof within the meaning of the Securities Act. (c) understands that the Notes and Warrants are being, and the shares of the Company’s Common Stock issuable upon the conversion of the Notes and/or exercise of the Warrants (the “Conversion Shares”) will be, upon such conversion or exercise, to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Notes and Warrants. (d) understands that the Notes and Warrants have not been and are not being, and the Conversion Shares will not be, upon such conversion or exercise will not be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder, (ii) the Lender shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that the Notes, Warrants or Conversion Shares may be sold, assigned or transferred pursuant to an exemption from such registration, or (iii) the Notes, Warrants or Conversion Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto). (e) is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, (i) the availability of certain current public information about the Company, (ii) the resale occurring following the required holding period under Rule 144 and (iii) the number of shares being sold during any three-month period not exceeding specified limitations. (f) if the Lender is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code), hereby represents that Lender is satisfied as to the full observance of the laws of its jurisdiction in connection with any invitation to acquire the Notes, the Warrants and the Conversion Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Notes, Warrants and Conversion Shares, (ii) any foreign exchange restrictions applicable to such issuance, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale or transfer of the Notes, the Warrants and the Conversion Shares. The Company’s issuance and Lender’s acquisition and continued ownership of the Notes, the Warrants and the Conversion Shares will not violate any applicable securities or other laws of Lender’s jurisdiction. (g) has received, has had ample opportunity to review and has reviewed, a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own analysis and decision to enter into this Agreement. (h) has, in connection with such Lender’s decision to acquire the Notes and the Warrants, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein. (i) has had an opportunity to discuss (i) the Company’s business, management and financial affairs with directors, officers and management of the Company and (ii) this investment with representatives of the Company and ask questions of them and such questions have been answered to such Lender’s full satisfaction. (j) if Lender is an individual, then Lender resides in the state or province identified in the address of Lender set forth on Exhibit A; if Lender is a partnership, corporation, limited liability company or other entity, then the office or offices of Lender in which its investment decision was made is located at the address or addresses of Lender set forth on Exhibit A. (k) has the requisite power and authority, and in the case of any Lender that is a natural person, is competent, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the provisions of this Agreement. The execution, delivery and performance of this Agreement by the Lender, the consummation by the Lender of the transactions contemplated hereby and the compliance by the Lender with the provisions of this Agreement have been duly authorized by all necessary action on the part of the Lender, and no other action or proceeding on the part of the Lender is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Lender and, assuming due execution and delivery by the Company, constitutes the valid and binding obligations of the Lender, enforceable against such Lender in accordance with its terms.

Representations and Warranties of Lenders. Each Lender Lender, upon execution and delivery hereof represents and warrants as of the Closing Date to the Company Borrower that it: (ai) it is an “accredited investor” (as such term is defined in Rule 501 Regulation D under the Securities Act Act); (ii) it is a sophisticated party and has experience and expertise to evaluate, and is fully informed as to, the merits and risks of 1933the making of commitments such as the applicable Commitments, as amended and investing in the applicable Note and the Warrants to be issued to it (collectively, the “Securities ActLender Securities”). , and is able to bear the economic risk of holding the Lender Securities for an indefinite period (bincluding total loss of its investment); (iii) is acquiring the Notes it will make its Commitment and Warrants acquire its Lender Securities for its own account for investment only in the ordinary course of its business and not with without a view to the distribution or public offering thereof of such Commitments and Lender Securities within the meaning of the Securities Act. Act or the Exchange Act or other federal securities laws; (civ) understands that the Notes and Warrants are beingsuch Lender does not own or control, and the shares or own or control any Person owning or controlling, any trade debt or Indebtedness of the Company’s Common Stock issuable upon Borrower other than the conversion Obligations or any Capital Stock, Warrants or Notes of the Notes and/or exercise Borrower; and (v) such Lender acknowledges that Borrower has given such Lender and its representatives the opportunity to ask questions of the Warrants (the “Conversion Shares”) will be, upon such conversion or exercise, to it in reliance on specific exemptions from the registration requirements of United States federal Borrower and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Notes such additional information regarding its business and Warrants. (d) understands its financial condition as such Lender has requested. Each Lender acknowledges that the Notes and Warrants Lender Securities have not been and are not being, and the Conversion Shares will not be, upon such conversion or exercise will not be, registered under the Securities Act Act, or any state securities laws, and that the Lender Securities may not be offered for sale, sold, assigned transferred or transferred unless (i) subsequently registered thereunder, (ii) the Lender shall have delivered sold except pursuant to the Company an opinion registration provisions of counsel, in a generally acceptable form, to the effect that the Notes, Warrants Securities Act or Conversion Shares may be sold, assigned or transferred pursuant to an applicable exemption from such registration, or (iii) the Notes, Warrants or Conversion Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto). (e) is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in a private placement therefrom and subject to the satisfaction of certain conditionsstate securities laws, including, among other things, (i) the availability of certain current public information about the Company, (ii) the resale occurring following the required holding period under Rule 144 and (iii) the number of shares being sold during any three-month period not exceeding specified limitationsas applicable. (f) if the Lender is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code), hereby represents that Lender is satisfied as to the full observance of the laws of its jurisdiction in connection with any invitation to acquire the Notes, the Warrants and the Conversion Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Notes, Warrants and Conversion Shares, (ii) any foreign exchange restrictions applicable to such issuance, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale or transfer of the Notes, the Warrants and the Conversion Shares. The Company’s issuance and Lender’s acquisition and continued ownership of the Notes, the Warrants and the Conversion Shares will not violate any applicable securities or other laws of Lender’s jurisdiction. (g) has received, has had ample opportunity to review and has reviewed, a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own analysis and decision to enter into this Agreement. (h) has, in connection with such Lender’s decision to acquire the Notes and the Warrants, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein. (i) has had an opportunity to discuss (i) the Company’s business, management and financial affairs with directors, officers and management of the Company and (ii) this investment with representatives of the Company and ask questions of them and such questions have been answered to such Lender’s full satisfaction. (j) if Lender is an individual, then Lender resides in the state or province identified in the address of Lender set forth on Exhibit A; if Lender is a partnership, corporation, limited liability company or other entity, then the office or offices of Lender in which its investment decision was made is located at the address or addresses of Lender set forth on Exhibit A. (k) has the requisite power and authority, and in the case of any Lender that is a natural person, is competent, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the provisions of this Agreement. The execution, delivery and performance of this Agreement by the Lender, the consummation by the Lender of the transactions contemplated hereby and the compliance by the Lender with the provisions of this Agreement have been duly authorized by all necessary action on the part of the Lender, and no other action or proceeding on the part of the Lender is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Lender and, assuming due execution and delivery by the Company, constitutes the valid and binding obligations of the Lender, enforceable against such Lender in accordance with its terms.

Representations and Warranties of Lenders. Each Lender represents of the Lenders represent and warrants warrant to the Company that itas follows: (a) The Lender has the requisite right, power and authority to enter into and perform this Agreement and to purchase the Series C Shares being issued to the Lender hereunder. No further consent or authorization of any person is required for the execution, delivery or performance of this Agreement by the Lender. When executed and delivered by the Lender, this Agreement shall constitute the valid and binding obligation of the Lender enforceable against the Lender in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application. (b) The Lender owns and holds with the other Lenders, beneficially and of record, the entire right, title, and interest in and to the Xxxx Note, free and clear of any claim, restriction, security interest or lien other than restrictions on transfer under the Securities Act and applicable state securities laws. (c) The Lender is acquiring the Series C Shares for Lender’s own account and not with a view to or for sale in connection with a distribution thereof. The Lender does not have a present intention to sell any of the Series C Shares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Series C Shares to or through any person or entity; provided, however, that by making the representations herein, the Lender does not agree to hold the Series C Shares (or securities issued upon conversion of the Series C Shares) for any minimum or other specific term and reserves the right to dispose of such securities at any time in accordance with federal and state securities laws applicable to such disposition. The Lender acknowledges and agrees that certificates representing the Series C Shares shall bear a legend to the following effect: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. (d) The Lender is an “accredited investor” as such term is defined in Rule 501 501(a) under the Securities Act. The Lender has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Series C Shares. The Lender is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and the Lender is not a broker-dealer. The Lender acknowledges that an investment in the Securities is speculative and involves a high degree of risk. (e) The Lender acknowledges that he or she has carefully reviewed the reports filed by the Company under Section 13 of the Securities Exchange Act in the twelve month period prior to the Closing Date, and other publicly available information furnished by the Company, and has been afforded (i) the opportunity to ask such questions as Lender has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of this Agreement and the Series C Shares and the merits and risks of investing in the Series C Shares; (ii) access to information about the Company and Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the information that has been furnished by the Company. (f) The Lender understands that the Series C Shares have not been registered under the Securities Act and must be held indefinitely unless registered under the Securities Act or an exemption from registration is available. The Lender acknowledges that he or she is familiar with Rule 144, and that the Lender has been advised that Rule 144 permits resales of 1933unregistered securities only under certain circumstances. The Lender understands that to the extent that Rule 144 is not available, as amended (the “Lender will be unable to sell any Series C Shares without either registration under the Securities Act”)Act or the existence of another exemption from such registration requirement. (bg) is acquiring the Notes and Warrants for its own account for investment only and not with a view to the distribution or public offering thereof within the meaning of the Securities Act. (c) The Lender understands that the Notes and Warrants Series C Shares are being, and the shares of the Company’s Common Stock issuable upon the conversion of the Notes and/or exercise of the Warrants (the “Conversion Shares”) will be, upon such conversion or exercise, to it being issued in reliance on specific exemptions a transactional exemption from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Lender’s compliance with, of the representations, warranties, agreements, acknowledgments and understandings of the Lender Investor set forth herein in order to determine the availability applicability of such exemptions and the eligibility exemptions. The Investor understands that no governmental authority has passed upon or made any recommendation or endorsement of the Lender to acquire the Notes and Warrants. (d) understands that the Notes and Warrants have not been and are not being, and the Conversion Shares will not be, upon such conversion or exercise will not be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder, (ii) the Lender shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that the Notes, Warrants or Conversion Shares may be sold, assigned or transferred pursuant to an exemption from such registration, or (iii) the Notes, Warrants or Conversion Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto). (e) is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, (i) the availability of certain current public information about the Company, (ii) the resale occurring following the required holding period under Rule 144 and (iii) the number of shares being sold during any three-month period not exceeding specified limitations. (f) if the Lender is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code), hereby represents that Lender is satisfied as to the full observance of the laws of its jurisdiction in connection with any invitation to acquire the Notes, the Warrants and the Conversion Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Notes, Warrants and Conversion Series C Shares, (ii) any foreign exchange restrictions applicable to such issuance, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale or transfer of the Notes, the Warrants and the Conversion Shares. The Company’s issuance and Lender’s acquisition and continued ownership of the Notes, the Warrants and the Conversion Shares will not violate any applicable securities or other laws of Lender’s jurisdiction. (g) has received, has had ample opportunity to review and has reviewed, a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own analysis and decision to enter into this Agreement. (h) hasThe Lender has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with such Lender’s decision to acquire the Notes and the Warrants, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein. (i) has had an opportunity to discuss (i) the Company’s business, management and financial affairs with directors, officers and management of the Company and (ii) this investment with representatives of the Company and ask questions of them and such questions have been answered to such Lender’s full satisfaction. (j) if Lender is an individual, then Lender resides in the state or province identified in the address of Lender set forth on Exhibit A; if Lender is a partnership, corporation, limited liability company or other entity, then the office or offices of Lender in which its investment decision was made is located at the address or addresses of Lender set forth on Exhibit A. (k) has the requisite power and authority, and in the case of any Lender that is a natural person, is competent, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the provisions of by this Agreement. The execution, delivery and performance of this Agreement by the Lender, the consummation by the Lender of the transactions contemplated hereby and the compliance by the Lender with the provisions of this Agreement have been duly authorized by all necessary action on the part of the Lender, and no other action or proceeding on the part of the Lender is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Lender and, assuming due execution and delivery by the Company, constitutes the valid and binding obligations of the Lender, enforceable against such Lender in accordance with its terms.

Representations and Warranties of Lenders. Each Lender hereby represents and warrants to the Company that itthat: (a) 3.1. Lender is an “accredited investor” as such term is defined in Rule 501 a citizen of the United States; 3.2. The Conversion Shares are being acquired for the Lender’s own account and solely for investment. The Lender has no present intention of distributing or selling any portion of the Conversion Shares; 3.3. The Conversion Shares are not registered under either the Securities Act of 1933, 1933 as amended (the “Securities Act”). (b) is acquiring the Notes and Warrants for its own account for investment only and not with a view to the distribution or public offering thereof within the meaning of the Securities Act. (c) understands that the Notes and Warrants are being, and the shares of the Company’s Common Stock issuable upon the conversion of the Notes and/or exercise of the Warrants (the “Conversion Shares”) will be, upon such conversion or exercise, to it in reliance on specific exemptions from the registration requirements of United States federal and any applicable state securities laws and that the Company and, therefore, cannot be resold unless they are registered or unless an exemption from registration is relying in part upon the truth and accuracy of, and such Lender’s compliance withavailable thereunder. Consequently, the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein in order may be required to determine the availability of such exemptions and the eligibility of the Lender to acquire the Notes and Warrants. (d) understands that the Notes and Warrants have not been and are not being, and hold the Conversion Shares will not beindefinitely, upon such conversion or exercise will not be, unless and until registered under the Securities Act or and any state applicable State securities laws, and unless an exemption from registration is available, in which case the Lender may still be limited as to the number of Conversion Shares that may be sold or hereinafter acquired by such Lender. In any case, the Lender may not sell, assign, pledge, hypothecate, donate or otherwise transfer (whether or not for consideration) unless and until the Conversion Shares are registered or determined to be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder, (ii) exempt from registration on the Lender shall have delivered basis of a favorable opinion of the Company’s counsel and/or submission to the Company an opinion of counsel, in a generally acceptable form, to the effect that the Notes, Warrants or Conversion Shares such other evidence as may be sold, assigned or transferred pursuant satisfactory to an exemption from such registration, or (iii) the Notes, Warrants or Conversion Shares can counsel that any such transfer shall not be sold, assigned or transferred pursuant to Rule 144 promulgated under in violation of the Securities Act (or any applicable State securities laws; 3.4. The Lender’s investment in the Conversion Shares involves a successor rule thereto). (e) is aware high degree of risk and the Lender has taken full cognizance of and understand all of the provisions risks associated therewith; 3.5. The Lender’s financial condition is such that he/she/it is able to bear the risk of Rule 144 promulgated under holding the Securities ActConversion Shares for an indefinite period of time, which permits limited resale and is further able to bear the risk of shares purchased loss of his investment in a private placement subject to the satisfaction of certain conditions, including, among other things, (i) the availability of certain current public information about the Company, (ii) ; 3.6. The Lender has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the resale occurring following the required holding period under Rule 144 merits and (iii) the number of shares being sold during any three-month period not exceeding specified limitations. (f) if the Lender is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code), hereby represents that Lender is satisfied as to the full observance of the laws of its jurisdiction risks associated with their investment in connection with any invitation to acquire the Notes, the Warrants and the Conversion Shares or any use that they have each obtained the advice of this Agreementan attorney, including (i) the legal requirements within its jurisdiction for the acquisition of the Notes, Warrants and Conversion Shares, (ii) any foreign exchange restrictions applicable to such issuance, (iii) any government certified public accountant or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale or transfer of the Notes, the Warrants and the Conversion Sharesregistered investment advisor with respect thereto; 3.7. The Company’s issuance Lender has adequate means of providing for his/her/its own current needs and Lender’s acquisition possible personal contingencies and continued ownership of the Notes, the Warrants and they have no need for liquidity in their investment in the Conversion Shares will not violate any applicable securities or other laws and they are each able to bear the economic risks of Lender’s jurisdiction.such an investment for an indefinite period; (g) has received, has had ample opportunity to review and has reviewed, a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own analysis and decision to enter into this Agreement. (h) has, in connection with such Lender’s decision to acquire the Notes and the Warrants, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein. (i) 3.8. The Lender has had an opportunity to discuss (i) ask questions and receive answers concerning their investment in the Conversion Shares and to obtain any additional information which the Company possesses or can obtain without unreasonable effort and expense that might be necessary in their judgment to verify any information which has been provided to them; and 3.9. The Lender is fully aware of the financial condition and business operations of the Company’s business, management and financial affairs with directors, officers and management of the Company and (ii) this investment with representatives of the Company and ask questions of them and such questions have been answered to such Lender’s full satisfaction. (j) if Lender is an individual, then Lender resides in the state or province identified in the address of Lender set forth on Exhibit A; if Lender is a partnership, corporation, limited liability company or other entity, then the office or offices of Lender in which its investment decision was made is located at the address or addresses of Lender set forth on Exhibit A. (k) has the requisite power and authority, and in the case of any Lender that is a natural person, is competent, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the provisions of this Agreement. The execution, delivery and performance of this Agreement by the Lender, the consummation by the Lender of the transactions contemplated hereby and the compliance by the Lender with the provisions of this Agreement have been duly authorized by all necessary action on the part of the Lender, and no other action or proceeding on the part of the Lender is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Lender and, assuming due execution and delivery by the Company, constitutes the valid and binding obligations of the Lender, enforceable against such Lender in accordance with its terms.

Representations and Warranties of Lenders. Each Lender represents and warrants to the Company that it: (a) is an “"accredited investor” " as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the “"Securities Act”"). (b) is acquiring the Notes and Warrants for its own account for investment only and not with a view to the distribution or public offering thereof within the meaning of the Securities Act. (c) understands that the Notes and Warrants are being, and the shares of the Company’s 's Common Stock issuable upon the conversion of the Notes and/or exercise of the Warrants (the “"Conversion Shares”") will be, upon such conversion or exercise, to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Lender’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Notes and Warrants. (d) understands that the Notes and Warrants have not been and are not being, and the Conversion Shares will not be, upon such conversion or exercise will not be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder, (ii) the Lender shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that the Notes, Warrants or Conversion Shares may be sold, assigned or transferred pursuant to an exemption from such registration, or (iii) the Notes, Warrants or Conversion Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto). (e) is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, (i) the availability of certain current public information about the Company, (ii) the resale occurring following the required holding period under Rule 144 and (iii) the number of shares being sold during any three-month period not exceeding specified limitations. (f) if the Lender is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code), hereby represents that Lender is satisfied as to the full observance of the laws of its jurisdiction in connection with any invitation to acquire the Notes, the Warrants and the Conversion Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Notes, Warrants and Conversion Shares, (ii) any foreign exchange restrictions applicable to such issuance, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale or transfer of the Notes, the Warrants and the Conversion Shares. The Company’s 's issuance and Lender’s 's acquisition and continued ownership of the Notes, the Warrants and the Conversion Shares will not violate any applicable securities or other laws of Lender’s 's jurisdiction. (g) has received, has had ample opportunity to review and has reviewed, a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own analysis and decision to enter into this Agreement. (h) has, in connection with such Lender’s 's decision to acquire the Notes and the Warrants, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein. (i) has had an opportunity to discuss (i) the Company’s 's business, management and financial affairs with directors, officers and management of the Company and (ii) this investment with representatives of the Company and ask questions of them and such questions have been answered to such Lender’s 's full satisfaction. (j) if Lender is an individual, then Lender resides in the state or province identified in the address of Lender set forth on Exhibit A; if Lender is a partnership, corporation, limited liability company or other entity, then the office or offices of Lender in which its investment decision was made is located at the address or addresses of Lender set forth on Exhibit A. (k) has the requisite power and authority, and in the case of any Lender that is a natural person, is competent, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the provisions of this Agreement. The execution, delivery and performance of this Agreement by the Lender, the consummation by the Lender of the transactions contemplated hereby and the compliance by the Lender with the provisions of this Agreement have been duly authorized by all necessary action on the part of the Lender, and no other action or proceeding on the part of the Lender is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Lender and, assuming due execution and delivery by the Company, constitutes the valid and binding obligations of the Lender, enforceable against such Lender in accordance with its terms.

Representations and Warranties of Lenders. Each As an inducement to the Company to execute and deliver this Agreement and to deliver the Shares, each Lender represents and warrants to the Company that itas of the date hereof and as at the Closing Date (except where the context otherwise requires), as follows: (a) Such Lender was and is the owner of the Promissory Note, Warrants and Security Interests, free and clear of any liens, claims, changes, options, trust and encumbrances, except as set forth opposite such Lenders name on Exhibit B. The Company will only issue the Common Stock to a Lender upon satisfaction of any such liens, claims, changes, options, trust and encumbrances. The company may request and the Lender shall deliver an “accredited investor” opinion of counsel of Lender with respect tot such matters as the Company may reasonably request. (b) Such Lender has full right, power and authority to execute and deliver and to perform all of his/her or its obligations under this Agreement, and such term execution, delivery, and performance, and the Closing of the transactions contemplated herein, will not breach any agreements to which such Lender is defined a party. (c) The execution and delivery of this Agreement and the transactions contemplated hereby have been duly authorized by such Lender and constitutes a valid and binding obligation of such Lender enforceable against such Lender in Rule 501 accordance with its terms. (d) That the Lender is purchasing the Shares for investment only, for its own account, and not with a view towards distribution thereof and (b) that the Lender is aware (i) that the Shares are not registered under the Securities Act of 1933, as amended (the “Securities "Act”"). (b) is acquiring the Notes and Warrants for its own account for investment only and not with a view to the distribution or public offering thereof within the meaning of the Securities Act. (c) understands that the Notes and Warrants are being, and the shares of the Company’s Common Stock issuable upon the conversion of the Notes and/or exercise of the Warrants (the “Conversion Shares”) will be, upon such conversion or exercise, to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Notes and Warrants. (d) understands that the Notes and Warrants have not been and are not being, and the Conversion Shares will not be, upon such conversion or exercise will not be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder, (ii) the Lender shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that the Notes, Warrants or Conversion Shares may not be sold, assigned sold or otherwise transferred pursuant to unless they are registered under the Act (unless an exemption from such registration, or registration is available) and (iii) that one or more legends setting forth the Notes, Warrants or Conversion restrictions on the transferability of the Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under will appear on the Securities Act (or a successor rule thereto)certificate(s) representing the Lender's Shares. (e) is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, That Lender has (i) the availability of certain current public information about reviewed the Company's Form 10-KSB for the period ended December 31, 1998 and Forms 10-QSB for the periods June 30, 1999 and September 30, 1999, (ii) has been provided with access to the resale occurring following Company's facilities and any records which he has deemed necessary to fully investigate the required holding period under Rule 144 Company and its business operations, (iii) has not relied on any business plan or projections or oral representations, and (iv) that Xxxxx0xxx.xxx is a start-up operation and there is no assurance that the number of shares being sold during any three-month period not exceeding specified limitationsCompany will be successful in its marketing efforts. (f) if the That Lender has such knowledge, sophistication and experience in financial and business matters that he/she/it is not a United States person (as defined by Section 7701(a)(30) capable of the U.S. Internal Revenue Code), hereby represents that Lender is satisfied as to the full observance of the laws of its jurisdiction in connection with any invitation to acquire the Notes, the Warrants and the Conversion Shares or any use of this Agreement, including (i) fully understanding the legal requirements within its jurisdiction for the acquisition business and financial condition of the Notes, Warrants Company and Conversion Shares, evaluating the merits and risks of an investment in the Shares and (ii) any foreign exchange restrictions applicable to such issuance, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale or transfer he/she/it has made an independent investigation of the Notes, the Warrants and the Conversion Shares. The Company’s issuance and Lender’s acquisition and continued ownership condition of the NotesCompany and its assets, the Warrants financial and the Conversion Shares will not violate any applicable securities or other laws of Lender’s jurisdictionotherwise. (g) has received, has had ample opportunity to review and has reviewed, a copy That Lender is an "accredited investor" as defined in Rule 501 (a) of this Agreement and such other documents and information as it has deemed appropriate to make its own analysis and decision to enter into this Agreementthe Act. (h) has, in connection with such Lender’s decision That Lender has been afforded an opportunity to acquire the Notes ask questions and the Warrants, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of to receive answers from the Company contained hereinconcerning the Company and to obtain any additional information which the Company possesses or could acquire without unreasonable effort or expense. (i) has had an opportunity The Lender will indemnify and hold the Company (its officers, directors, employees and agents) harmless by reason of the breach of any of the terms and conditions of this Agreement or any misleading or incorrect information contained in any document provided by Lender to discuss (i) the Company’s business, management and financial affairs with directors, officers and management of the Company and (ii) this investment with representatives of the Company and ask questions of them and such questions have been answered to such Lender’s full satisfaction. (j) if Lender is an individual, then Lender resides in the state under no restriction or province identified in the address of Lender set forth on Exhibit A; if Lender is a partnership, corporation, limited liability company or other entity, then the office or offices of Lender in which its investment decision was made is located at the address or addresses of Lender set forth on Exhibit A.prohibition from entering into this transaction. (k) The Lender has such knowledge and business experience and financial matters that he is capable of evaluating the requisite power merits and authorityrisks of an investment in the shares. (l) The Lender is a resident/incorporated/formed in the State/Country of _____________ . The Lender's federal taxpayer identification number or social security number is ____________. Under the penalties of perjury, the Lender certifies that (i) the I or it is not subject to back-up withholding (ii) I or it is not a non-resident alien individual, a foreign partnership, a foreign corporation or a foreign estate or trust, which would be a foreign person within the meaning of Sections 1441, 1446, and in 7701 (a) of the case Internal Revenue Code of 1986, as amended. (m) Lender has not received any general solicitation or general advertising regarding the purchase of the shares; (n) The Lender understands that no securities administrator of any Lender that is a natural person, is competent, state has made any findings or determinations relating to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the provisions of this Agreement. The execution, delivery and performance of this Agreement by the Lender, the consummation by the Lender fairness for investment of the transactions contemplated hereby Shares and the compliance by the Lender with the provisions of this Agreement have been duly authorized by all necessary action on the part that no securities administrator has or will recommend or indorse any offering of the Lender, and no other action or proceeding on Shares. (o) Lender acknowledges that the part of consideration for the Lender is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement Shares being purchased hereby has been duly executed arbitrarily determined and delivered by bears no relationship to the Lender and, assuming due execution and delivery by assets or book value of the Company, constitutes or other customary investment criteria; (p) Lender has adequate means to provide for personal needs, and possesses the valid ability to bear the economic risk of holding the Shares purchased hereunder indefinitely, and binding obligations can afford a complete loss of the Lender, enforceable against such Lender in accordance with its terms.Purchase Price;