Common use of Representations, Warrants and Covenants Clause in Contracts

Representations, Warrants and Covenants. Subscriber hereby represents warrants, covenants and agrees as follows: (a) Subscriber is at least eighteen (18) years of age, legally competent, with an address as set forth in this Subscription Agreement. (b) Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Subscriber by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Subscriber is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Subscriber at Subscriber’s sole discretion and judgment. (c) Subscriber understands that his or her investment in the Shares is speculative and involves a high degree of risk, and is not recommended for any person who cannot afford a total loss of the investment. Subscriber is able to bear the economic risks of an investment in the Offering and at the present time can afford a complete loss of such investment. (d) Subscriber is under no legal disability nor is Subscriber subject to any order, which would prevent or interfere with Subscriber’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely for Subscriber’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Subscriber has no plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares. (e) Subscriber has (i) adequate means of providing for his or her current financial needs and possible personal contingencies, and no present need for liquidity of the investment in the Shares, and (ii) a liquid net worth (that is, net worth exclusive of a primary residence, the furniture and furnishings thereof, and automobiles) which is sufficient to enable Subscriber to hold the Shares indefinitely. (f) If the Subscriber is acting without a Purchaser Representative, Subscriber has such knowledge and experience in financial and business matters that Subscriber is fully capable of evaluating the risks and merits of an investment in the Offering. (g) Subscriber has been furnished with and has thoroughly read and understood the Prospectus. Subscriber understands that Subscriber shall be required to bear all personal expenses incurred in connection with his or her purchase of the Shares, including without limitation, any fees which may be payable to any accountants, attorneys or any other persons consulted by Subscriber in connection with his or her investment in the Offering. (h) Subscriber understands that neither the SEC nor any other regulatory agency has passed upon the merits of these securities or the accuracy of the Prospectus.