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

Representations, Warranties, Covenants and Agreements of the Purchaser. In order to induce the Company to execute and deliver this Subscription Agreement and to issue and sell the Shares to the Purchaser, the Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: (a) The Purchaser acknowledges that the offer, issuance and sale to it of the Shares is intended by the Company to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and as such the Shares have not been registered with the Securities and Exchange Commission (the “Commission”). (b) The Purchaser represents and warrants to the Company that the Purchaser has had the opportunity to ask questions of, and to receive answers from the officers and employees of the Company concerning the Company and its business, affairs and operations, and the transactions contemplated by this Subscription Agreement. The Purchaser acknowledges that the Company's officers and employees have answered all inquiries made on behalf of the Purchaser in connection herewith to the satisfaction of the person or persons making such inquiry. (c) The Purchaser represents and warrants to the Company that the Purchaser has such knowledge and experience in financial and business matters that it is capable of understanding the information provided to it by the Company and of evaluating the merits and risks of its investment in the Shares. (d) The Purchaser represents and warrants to the Company that the Shares are not being acquired by the Purchaser with a view to, or for resale in connection with, any “distribution” within the meaning of the Act. (e) The Purchaser acknowledges that the Shares have not been registered under the Act. The Purchaser acknowledges and agrees that, as such, the Shares cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of unless they are registered under the Act or an exemption from such registration is available. The Purchaser acknowledges that an opinion of legal counsel to the Company is required in connection with any sale, assignment, transfer, conveyance, pledge or other disposition of the Shares and that no such opinion will be given by such legal counsel unless and until such counsel receives satisfactory evidence that the sale, assignment, transfer, conveyance, pledge or other disposition of the Shares complies with applicable law (the effective Registration Statement referred to in Section 4 hereof shall be satisfactory evidence for such purposes). (f) The Purchaser acknowledges that any and all certificates representing the Shares or the Warrants will bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT”), OR ANY STATE SECURITIES ACT. RATHER, THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THEY ARE REGISTERED UNDER THE ACT OR AN EXEMPTION THEREFROM IS AVAILABLE IN THE OPINION OF COUNSEL TO THE ISSUER. (g) The Purchaser represents and warrants to the Company that (i) it has full power and authority to execute and deliver this Subscription Agreement, (ii) this Subscription Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser and (iii) this Subscription Agreement is enforceable against the Purchaser in accordance with its terms. (h) The Purchaser acknowledges that the Company has offered and may offer to sell its securities to other purchasers on terms different herefrom, and that the Purchaser has specifically negotiated the terms of this transaction with the Company.

Representations, Warranties, Covenants and Agreements of the Purchaser. In order to induce the Company to execute and deliver this Subscription Agreement and to issue and sell the Shares to the Purchaser, the Purchaser represents and warrants to, and covenants and agrees with, the Company as follows: (a) The Purchaser acknowledges that the offer, issuance and sale to it of the Shares is intended by the Company to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and as such the Shares have not been registered with the Securities and Exchange Commission (the “Commission”). (b) The Purchaser represents and warrants to the Company that the Purchaser has had the opportunity to ask questions of, and to receive answers from the officers and employees of the Company concerning the Company and its business, affairs and operations, and the transactions contemplated by this Subscription Agreement. The Purchaser acknowledges that the Company's officers and employees have answered all inquiries made on behalf of the Purchaser in connection herewith to the satisfaction of the person or persons making such inquiry. (c) The Purchaser represents and warrants to the Company that the Purchaser has such knowledge and experience in financial and business matters that it is capable of understanding the information provided to it by the Company and of evaluating the merits and risks of its investment in the Shares. (d) The Purchaser represents and warrants to the Company that the Shares are not being acquired by the Purchaser with a view to, or for resale in connection with, any “distribution” within the meaning of the Act. (e) The Purchaser acknowledges that the Shares have not been registered under the Act. The Purchaser acknowledges and agrees that, as such, the Shares cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of unless they are registered under the Act or an exemption from such registration is available. The Purchaser acknowledges that an opinion of legal counsel to the Company is required in connection with any sale, assignment, transfer, conveyance, pledge or other disposition of the Shares and that no such opinion will be given by such legal counsel unless and until such counsel receives satisfactory evidence that the sale, assignment, transfer, conveyance, pledge or other disposition of the Shares complies with applicable law (the effective Registration Statement referred to in Section 4 hereof shall be satisfactory evidence for such purposes). (f) The Purchaser acknowledges that any and all certificates representing the Shares or the Warrants will bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT”), OR ANY STATE SECURITIES ACT. RATHER, THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THEY ARE REGISTERED UNDER THE ACT OR AN EXEMPTION THEREFROM IS AVAILABLE IN THE OPINION OF COUNSEL TO THE ISSUER. (g) The Purchaser represents and warrants to the Company that (i) it has full power and authority to execute and deliver this Subscription Agreement, (ii) this Subscription Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser and (iii) this Subscription Agreement is enforceable against the Purchaser in accordance with its terms. (h) The Purchaser acknowledges that the Company has offered and may offer to sell its securities to other purchasers on terms different herefrom, and that the Purchaser has specifically negotiated the terms of this transaction with the Company.