Common use of Representations, Warranties and Covenants of the Investors Clause in Contracts

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (ii) the Investor is acquiring the Units set forth in Annex I to the Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or any arrangement or understanding with any other persons regarding the distribution of such Units, except in accordance with applicable securities law; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in the Agreement for use in preparation of the Registration Statement and the answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the date of each Closing; and (v) the Investor has, in connection with its decision to purchase the Units set forth in Annex I to the Agreement, relied only upon the Exchange Act Documents, the representations and warranties of the Company contained herein and the Disclosure Schedules. Each Investor understands that its acquisition of the Units has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Units.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor, severally and not jointly, Investor represents and warrants to, and covenants with, the Company that: (i) the such Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like such as that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, Shares and has requested, received, reviewed and considered understood all information it deemed deems relevant in making an informed decision to purchase the UnitsShares, including, without limitation, the information contained in the Information Documents and the Certificate of Designation; (ii) such Investor acknowledges that the offering of the Shares pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the Units number of Shares set forth in Annex I to the Agreement in the ordinary course of on its business and signature page hereto for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such Units, except in accordance with applicable securities lawShares; (iiiiv) the such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, the rules and regulations thereunder and any applicable state securities laws and the respective rules and regulations promulgated thereunderor blue sky laws; (ivv) the such Investor has answered all questions in completed or caused to be completed the Agreement for use in preparation of the Registration Statement Stock Certificate Questionnaire, attached hereto as APPENDIX I, and the answers thereto are true, true and correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the date of each Closinghereof; and (vvi) the such Investor has, in connection with its decision to purchase the Units number of Shares set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as set forth in Annex I to the Agreement, relied only upon the Exchange Act Documents, Information Documents and the representations and warranties of the Company contained herein and the Disclosure Schedules. Each herein; (vii) such Investor understands that its acquisition has had an opportunity to discuss this investment with representatives of the Units has not Company and ask questions of them and such questions have been registered answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the UnitsAct.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (ii) the Investor is acquiring the Units set forth in Annex I to the Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or any arrangement or understanding with any other persons regarding the distribution of such Units, except in accordance with applicable securities law; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in the Agreement for use in preparation of the Registration Statement and the answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the date of each Closing; and (v) the Investor has, in connection with its decision to purchase the Units set forth in Annex I to the Agreement, relied only upon the Exchange Act DocumentsDocuments (which are incorporated herein by reference and which Investor acknowledges it has reviewed), the representations and warranties of the Company contained herein and the Disclosure Schedules. Each Investor understands that its acquisition of the Units has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Units.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor, severally and not jointly, jointly represents and warrants to, and covenants with, the Company that: (i) the such Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like such as that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, Securities and has requested, received, reviewed and considered understood all information it deemed deems relevant in making an informed decision to purchase the UnitsSecurities, including, without limitation, the information contained in the Information Documents; (ii) such Investor acknowledges that the offering of the Securities pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the Units Securities set forth in Annex I to the Agreement in the ordinary course of on its business and signature page hereto for its own account for investment only and with no present intention of distributing any of such Units Securities or any arrangement or understanding with any other persons regarding the distribution of such Units, except in accordance with applicable securities lawSecurities; (iiiiv) the such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, the rules and regulations thereunder and any applicable state securities laws and the respective rules and regulations promulgated thereunderor blue sky laws; (ivv) the such Investor has answered all questions in completed or caused to be completed the Agreement for use in preparation of the Registration Statement Securities Questionnaire, attached hereto as APPENDIX I, and the answers thereto are true, true and correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the date of each Closinghereof; and (vvi) the such Investor has, in connection with its decision to purchase the Units number of Securities set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as set forth in Annex I to the Agreement, relied only upon the Exchange Act Documents, Information Documents and the representations and warranties of the Company contained herein herein; and the Disclosure Schedules. Each (vii) such Investor understands that its acquisition has had an opportunity to discuss this investment with representatives of the Units has not Company and ask questions of them and such questions have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect answered to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk full satisfaction of an investment in the Unitssuch Investor.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor, severally and not jointly, jointly represents and warrants to, and covenants with, the Company that: (i) the such Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like such as that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, Securities and has requested, received, reviewed and considered understood all information it deemed deems relevant in making an informed decision to purchase the UnitsSecurities, including, without limitation, the information contained in the Information Documents; (ii) such Investor is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company; (iii) such Investor acknowledges that the offering of the Securities pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iv) such Investor is acquiring the Units Securities set forth in Annex I to the Agreement in the ordinary course of on its business and signature page hereto for its own account for investment only and with no present intention of distributing any of such Units Securities or any arrangement or understanding with any other persons regarding the distribution of such Units, except in accordance with applicable securities lawSecurities; (iiiv) the such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, the rules and regulations thereunder and any applicable state securities laws and the respective rules and regulations promulgated thereunderor blue sky laws; (ivvi) the such Investor has answered all questions in completed or caused to be completed the Agreement for use in preparation of the Registration Statement Securities Questionnaire, attached hereto as APPENDIX I, and the answers thereto are true, true and correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the date of each Closinghereof; and (vvii) the such Investor has, in connection with its decision to purchase the Units number of Securities set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as set forth in Annex I to the Agreement, relied only upon the Exchange Act Documents, Information Documents and the representations and warranties of the Company contained herein herein; and the Disclosure Schedules. Each (viii) such Investor understands that its acquisition has had an opportunity to discuss this investment with representatives of the Units has not Company and ask questions of them and such questions have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect answered to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk full satisfaction of an investment in the Unitssuch Investor.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor, severally and not jointly, jointly represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor is acquiring the Units Shares set forth in Annex I to Section 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares (other than pursuant to the Registration Statement) or any arrangement or understanding with any other persons regarding the distribution of such Units, except in accordance with applicable securities lawShares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in on the Agreement Investor Questionnaire for use in preparation of the Registration Statement and the answers thereto are true, correct and complete in all material respects as of the date hereof and subject to any updates or changes made by Investor (which Investor may provide at any time) will be true, correct and complete in all material respects as of the date Closing Date and the Filing Date; (v) the Investor will notify the Company immediately of each Closingany change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vvi) the Investor has, in connection with its decision to purchase the Units number of Shares set forth in Annex I to Section 3 of the Agreement, Securities Purchase Agreement relied only upon the Exchange Act Documents, SEC Documents and the representations and warranties of the Company contained herein and the Disclosure Schedulesherein. Each The Investor understands that its acquisition of the Units Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Units purchased hereunder have Subject to be held indefinitely unless there is an effective Registration Statement under compliance with the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and Act, applicable state securities laws, laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor is able to bear hold the economic risk Shares for any period of an investment in the Unitstime.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (ii) the Investor is acquiring the Units set forth in Annex I to the Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsUnits or the Securities, except in accordance with applicable securities law; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units or the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in the Agreement for use in preparation of the Registration Statement and the answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the date of each Closing; and (v) the Investor has, in connection with its decision to purchase the Units set forth in Annex I to the Agreement, relied only upon the Exchange Act DocumentsDocuments (which are incorporated herein by reference and which Investor acknowledges it has reviewed), the representations and warranties of the Company contained herein and the Disclosure Schedules. Each Investor understands that its acquisition of the Units has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Units.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (ii) the Investor is acquiring the Units set forth in Annex I to the Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or any arrangement or understanding with any other persons regarding the distribution of such Units, except in accordance with applicable securities law; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in the Agreement for use in preparation of the Registration Statement and the answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the date of each Closing; and (v) the Investor has, in connection with its decision to purchase the Units set forth in Annex I to the Agreement, relied only upon the Exchange Act DocumentsDocuments (which are incorporated herein by reference and which Investor acknowledges it has reviewed), the representations and warranties of the Company contained herein and the Disclosure Schedules. Each Investor understands that its acquisition of the Units has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Units.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor, severally and not jointly, Investor individually represents and warrants to, and covenants with, the Company that: (i) the such Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares and Warrants, including investments in securities Shares and Warrants issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and Warrants; (ii) such Investor would be able to bear the economic risks of and an entire loss of its investment in the Shares and Warrants; (iii) such Investor is acquiring the Units number of Shares and Warrants set forth in Annex I to the Agreement on Exhibit A hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares and Warrants or any arrangement or understanding with any other persons regarding the distribution of such Units, except Shares and Warrants (this representation and warranty not limiting such Investor’s right to sell the Shares and Warrants pursuant to the Registration Statements or otherwise in accordance compliance with applicable federal and state securities lawlaws); (iiiiv) the such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares or Warrants except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in the Agreement for use in preparation of the Registration Statement and the answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the date of each Closing; and (v) the Investor hassuch Investor, in connection with its decision to purchase the Units set forth in Annex I after giving effect to the Agreementtransactions contemplated hereby, relied only upon will not, either individually or with a group (as defined in Section 13(d)(3) of the Exchange Act DocumentsAct), be the representations and warranties beneficial owner of 19.9% or more of the Company contained herein and the Disclosure SchedulesCompany’s outstanding Common Stock. Each Investor understands that its acquisition For purposes of the Units has not been registered this Section 5.1, beneficial ownership shall be determined pursuant to Rule 13d-3 under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the UnitsExchange Act.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares and Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and Warrant; (ii) the Investor is acquiring the Units Shares and Warrant set forth in Annex I to the Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares, Warrant and Shares issuable upon exercise of such Warrant or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares Warrant and Shares issuable upon exercise of such Warrant or any arrangement or understanding with any other persons regarding the distribution of such Shares, except in accordance with applicable securities law; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares, the Warrant or Shares issuable upon exercise of the Warrant except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in the Agreement for use in preparation of the Registration Statement and the answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the date of each ClosingClosing Date; and (v) the Investor has, in connection with its decision to purchase the Units Shares and Warrant set forth in Annex I to the Agreement, relied only upon the Exchange Act Documents, the representations and warranties of the Company contained herein and the Disclosure Schedules. Each Investor understands that its acquisition of the Units Shares and Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Units Shares and Warrant purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units Shares and the Shares issuable upon exercise of the Warrant or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the UnitsShares and Warrant.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor is acquiring the Units Shares set forth in Annex I to the Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares, except in accordance with applicable securities law; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in the Agreement for use in preparation of the Registration Statement and the answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the date of each ClosingClosing Date; and (v) the Investor has, in connection with its decision to purchase the Units Shares set forth in Annex I to the Agreement, relied only upon the Exchange Act Documents, the representations and warranties of the Company contained herein and the Disclosure Schedules. Each Investor understands that its acquisition of the Units Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s 's investment intent as expressed herein. Investor understands that the Units Shares purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units Shares or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the UnitsShares.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor, severally and not jointly, Investor represents and warrants to, and covenants with, the Company that: (i) the such Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like such as that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, Securities and has requested, received, reviewed and considered understood all information it deemed deems relevant in making an informed decision to purchase the UnitsSecurities, including, without limitation, the information contained in the Information Documents and the Certificate of Designation; (ii) such Investor acknowledges that the offering of the Securities pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the Units Securities set forth in Annex I to the Agreement in the ordinary course of on its business and signature page hereto for its own account for investment only and with no present intention of distributing any of such Units Securities or any arrangement or understanding with any other persons regarding the distribution of such Units, except in accordance with applicable securities lawSecurities; (iiiiv) the such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, the rules and regulations thereunder and any applicable state securities laws and the respective rules and regulations promulgated thereunderor blue sky laws; (ivv) the such Investor has answered all questions in completed or caused to be completed the Agreement for use in preparation of the Registration Statement Securities Questionnaire, attached hereto as APPENDIX I, and the answers thereto are true, true and correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the date of each Closinghereof; and (vvi) the such Investor has, in connection with its decision to purchase the Units number of Securities set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as set forth in Annex I to the Agreement, relied only upon the Exchange Act Documents, Information Documents and the representations and warranties of the Company contained herein and the Disclosure Schedules. Each herein; (vii) such Investor understands that its acquisition has had an opportunity to discuss this investment with representatives of the Units has not Company and ask questions of them and such questions have been registered answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the UnitsAct.