Common use of The Company’s Representations and Warranties Clause in Contracts

The Company’s Representations and Warranties. The Company represents and warrants to you, as of the date of this Agreement and as of any date that you commit to purchase LROs, that: (a) it is duly organized and is validly existing as a corporation in good standing under the laws of Georgia and has corporate power to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed (by electronic execution), and delivered by the Company; (c) the LROs as reflected in the applicable LRO Agreement have been duly authorized and, following payment of the purchase price by you and electronic execution, authentication and delivery to you of the LRO Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws or general principles of equity; and (d) it has complied in all material respects with applicable federal, state and local laws in connection with the offer and sale of the LROs. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE LRO AGREEMENT, OR THE OFFERING CIRCULAR (INCLUDING ANY SUPPLEMENT OR PQA), NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF THE COMPANY WITH RESPECT TO THE SUBJECT MATTER HEREOF. PAYMENT ON THE LROS, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT BY THE COMPANY OF LOAN PAYMENTS IN RESPECT OF THE CORRESPONDING LOAN. THE COMPANY DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE LRO PAYMENTS YOU EXPECT TO RECEIVE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER’S ABILITY TO PAY (OR THAT OF ITS PRINCIPAL(S)) AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING LOAN PAYMENTS.

The Company’s Representations and Warranties. The Company represents hereby makes the representations, warranties and warrants undertakings to you, as of the Investor that the following expressions are true and accurate and not misleading in all aspects at the date of this Agreement and as of any date that you commit to purchase LROs, that: hereof: (a) it is duly organized The Company was established and is validly existing as a corporation in good standing effectively subsists under the laws of Georgia and has corporate power to enter into and perform its obligations under this Agreement; the place of establishment thereof; (b) this The Company has all rights to execute the Agreement, can exercise its rights and fulfil its obligations hereunder, and has taken all corporate actions to conclude and deliver the Agreement has been duly and fully fulfil its obligations and complete the transaction contemplated hereunder; (c) After being formally authorized, executed (by electronic execution), and delivered by the Company, the Agreement shall constitute an agreement effective for and bonding upon the Company and be compulsorily enforceable for the Company according to clauses hereof, but shall be subject to bankruptcy matters; (d) As for the execution, delivery and performance of the Agreement, the Company does and will not (i) be required to obtain the consent or approval of any competent governmental authority or any third party; (cii) the LROs as reflected in the applicable LRO Agreement have been duly authorized and, following payment violate any of the purchase price by you and electronic executionfollowing provisions in any material respect: (A) any applicable laws or regulations or any order or decree of any governmental authority validating at the date hereof, authentication and delivery or (B) any constitutional document; or (C) any agreement to you which the Company is a party or which constraints the Company or any assets thereof; (e) Convertible Bonds will obtain the legal authorization of the LRO AgreementCompany at the time of issue, and will constitute valid direct, common, non-subordinated, unconditional and binding unsecured debt repayment obligations of the CompanyCompany at the time of issue and delivery according to the Agreement and relevant terms and conditions, enforceable against and such obligations have the Company equal sequence of rights and interests and do not have any privilege; Convertible Bond Subscription Agreement 9 (f) Converted shares will be ordinary shares with the consideration fully paid at the time of issue and no taxes able to be levied, be allotted and issued properly and legally, and have the equal sequence of rights and interests with existing ordinary shares in accordance with their terms, except all aspects. Save as the enforcement thereof may be limited otherwise stipulated by applicable bankruptcylaws, insolvency or similar laws or general principles converted shares shall not have any claim, mortgage, charge, easement, encumbrance, lease, covenant, mortgage right, right of equitylien and pledge at the time of issue; and (g) Other representations and warranties made by all warrantors (dexcept Forest, Matrix, Sequoia and Qualcomm) it has complied (as defined in all material respects with applicable federalthe Investment Agreement) specified in Appendix IV to the Investment Agreement. For the purpose of this paragraph, state such representations and local laws in connection with the offer and sale of the LROs. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTwarranties shall constitute a part hereof, THE LRO AGREEMENT, OR THE OFFERING CIRCULAR (INCLUDING ANY SUPPLEMENT OR PQA), NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF THE COMPANY WITH RESPECT TO THE SUBJECT MATTER HEREOF. PAYMENT ON THE LROS, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT BY THE COMPANY OF LOAN PAYMENTS IN RESPECT OF THE CORRESPONDING LOAN. THE COMPANY DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE LRO PAYMENTS YOU EXPECT TO RECEIVE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER’S ABILITY TO PAY (OR THAT OF ITS PRINCIPAL(S)) AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING LOAN PAYMENTSjust as they are specified hereunder.

The Company’s Representations and Warranties. The Company represents and warrants to you, as of the date of this Agreement and as of any date that you commit to purchase LROs, that: (a) it The Company is a corporation duly organized and is organized, validly existing as a corporation and in good standing under the laws of Georgia and the State of Delaware, has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification. (b) The Merging Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Merging Corporation is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification. (c) The Company is the sole shareholder of the common stock of the Merging Corporation. The authorized capital stock of the Merging Corporation is 100,000,000 shares of common stock ("Merging Corporation Common Stock") and 100,000,000 shares of serial preferred stock of which One Hundred (100) shares of Merging Corporation Common Stock is issued and outstanding and no shares of preferred stock are issued and outstanding. All of the outstanding shares of Merging Corporation Common Stock are duly authorized, validly issued, fully paid and non-assessable. (d) The Company and the Merging Corporation have the corporate power and authority to enter into this Agreement and perform to carry out its obligations under this Agreement; (b) hereunder. The execution and delivery of this Agreement has been duly authorized, executed (by electronic execution), and delivered by the Company; (c) consummation of the LROs as reflected in the applicable LRO Agreement transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and the Merging Corporation and, following payment except for the filing of the purchase price by you and electronic Articles of Merger, no other corporate proceedings on the part of the Company or the Merging Corporation are necessary to authorize the consummation of the transactions contemplated hereby. (e) Except for the filing of the Articles of Merger, none of the execution, authentication and delivery to you or performance of this Agreement by the Company or the Merging Corporation, the consummation by the Company of the LRO AgreementMerging Corporation of the transactions contemplated hereby or compliance by the Company or the Merging Corporation with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the articles of incorporation, by-laws or similar organizational documents of the Company or the Merging Corporation or any of their Subsidiaries, (ii) require any filing by the Company or the Merging Corporation or any of their Subsidiaries with, or permit, authorization, consent or approval of, any federal, regional, state or local court, arbitrator, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether U.S. or foreign ("Governmental Entity"), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or the Merging Corporation or any of their Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, permit, license, ordinance, law, statute, rule or regulation applicable to the Company or the Merging Corporation, any of their Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, permits, authorizations, consents, approvals, violations, breaches or defaults which will constitute valid not, individually or in the aggregate, have a material adverse effect on the Company or the Merging Corporation or prevent or substantially delay the consummation of the transactions contemplated hereby. (f) Neither the Company nor the Merging Corporation currently have any securities registered under either the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Exchange Act") and binding obligations at this time neither the Company nor the Merging Corporation is required to register any securities under the Exchange Act. (g) There are no claims, actions, suits, proceedings, arbitrations or investigations pending (or, to the best knowledge of the Company, enforceable threatened) against or affecting the Company, the Merging Corporation or their Subsidiaries, or any of their respective properties or assets at law or in equity, by or before any Governmental Entity which, individually or in the aggregate, will have a material adverse effect on the Company in accordance with their terms, except as or the enforcement thereof may be limited by applicable bankruptcy, insolvency Merging Corporation or similar laws would prevent or general principles of equity; and (d) it has complied in all material respects with applicable federal, state and local laws in connection with substantially delay the offer and sale of the LROs. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE LRO AGREEMENT, OR THE OFFERING CIRCULAR (INCLUDING ANY SUPPLEMENT OR PQA), NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF THE COMPANY WITH RESPECT TO THE SUBJECT MATTER HEREOF. PAYMENT ON THE LROS, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT BY THE COMPANY OF LOAN PAYMENTS IN RESPECT OF THE CORRESPONDING LOAN. THE COMPANY DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE LRO PAYMENTS YOU EXPECT TO RECEIVE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER’S ABILITY TO PAY (OR THAT OF ITS PRINCIPAL(S)) AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING LOAN PAYMENTSMerger.

The Company’s Representations and Warranties. The Company hereby represents and warrants to youto, as of and agrees with, the date of this Agreement and as of any date that you commit to purchase LROs, Purchaser that: : (a) it The Disclosure Documents do not contain any untrue statement of a material fact or omit to state any material fact as of their respective dates of filing with the SEC and/or issuance to the media (as applicable) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There has been no material adverse change in the Company's business or financial condition since October 14, 1996. (b) The Company has been duly incorporated, is duly organized validly existing, and is validly existing as a corporation in good standing under the laws of Georgia and has the State of Delaware with corporate power and authority to own its property and to conduct its business as described in the Disclosure Documents and to enter into and perform its obligations under this Agreement. (c) All of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and will not subject the holders thereof to personal liability by reason of being such holders. There are no preemptive rights of any shareholder of the Company with respect to any securities of the Company. The shares of Common Stock issuable pursuant to this Agreement ("Shares") have been duly and validly authorized and reserved for issuance and, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable. The Company is a "Domestic Issuer" and a "Reporting Issuer," as such terms are as defined by Rule 902 of Regulation S. The Company has registered its common stock pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is in full compliance with all reporting requirements of either Section 13(a) or 15(d) of the Exchange Act, and the Company's common stock trades on the Electronic Bulletin Board. The Company has not offered the Shares to any person in the United States, any identifiable group of U.S. citizens abroad, or to any U.S. Person (as defined by Regulation S). At the time the buy order (if any) was originated, the Company and/or its agents reasonably believed the Purchaser was outside the United States and was not a U.S. Person based on the Purchaser's representations set forth herein. The Company and/or its agents reasonably believe that the sale of Shares has not been prearranged with a buyer in the United States. The execution and delivery of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement do not and will not (1) require the consent, authorization, or approval of any third party or any government body, or (2) conflict with or result in a material breach by the Company of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of the Company, or any indenture, mortgage, deed of trust or other material agreement or instrument to which the Company is a party or by which it or any of its properties or assets are bound, or any existing applicable decree judgment or order of any court, Federal or State regulatory body, administrative agency or other governmental body having jurisdiction over the Company or any of its properties or assets. The Company will instruct its transfer agent to issue one or more share certificates representing the Shares with the following restrictive legend set forth below in the name of the Purchaser and in such denominations to be specified by the Purchaser prior to closing: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF TO ANY U.S. PERSON (AS SUCH TERM IS DEFINED UNDER REGULATION S) UNTIL THE 41st DAY FOLLOWING THE DATE OF THEIR PURCHASE BY THE REGISTERED HOLDER. AS SUCH, THIS LEGEND, AND ANY EXISTING STOP TRANSFER INSTRUCTIONS TO THE TRANSFER AGENT SHALL EXPIRE ON _______, 1996. The Company further warrants that no instructions other than these instructions, and instructions for a "stop transfer" until the end of the Restricted Period (as defined by Regulation S), have been given to the transfer agent and also warrants that the Shares shall otherwise be freely transferable on the books and records of the Company after the end of the Restricted Period in compliance with Regulation S. The Company will notify the transfer agent of the date of completion of the offering and of the date of expiration of the Restricted Period. The Company has taken and will take no action that will affect in any way the running of the Restricted Period or the ability of the Purchaser to resell the Shares in accordance with applicable securities laws and this Agreement; and the Company will comply with all applicable securities laws and regulations with respect to the sale of the Shares, including but not limited to the filing of all reports required to be filed in connection therewith with the Securities and Exchange Commission or any stock exchange or NASDAQ or any other regulatory authority. (bd) this This Agreement has been duly authorized, executed (by electronic execution), and delivered by the Company; (c) Company and constitutes the LROs as reflected in the applicable LRO Agreement have been duly authorized and, following payment of the purchase price by you and electronic execution, authentication and delivery to you of the LRO Agreement, will constitute valid and legally binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, except as the enforcement thereof may be limited by applicable subject to bankruptcy, insolvency insolvency, reorganization and other laws of general applicability relating to or similar laws or affecting creditors' rights and to general principles of equity; equity principles, and (d) it has complied in all material respects with applicable federal, state and local laws in connection with subject to the offer and sale Exon-Florxx xxxvision of the LROs. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE LRO AGREEMENT, OR THE OFFERING CIRCULAR Omnibus Trade and Competitiveness Act of 1988 (INCLUDING ANY SUPPLEMENT OR PQA"Exon-Florxx"), NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF THE COMPANY WITH RESPECT TO THE SUBJECT MATTER HEREOF. PAYMENT ON THE LROS, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT BY THE COMPANY OF LOAN PAYMENTS IN RESPECT OF THE CORRESPONDING LOAN. THE COMPANY DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE LRO PAYMENTS YOU EXPECT TO RECEIVE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER’S ABILITY TO PAY (OR THAT OF ITS PRINCIPAL(S)) AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING LOAN PAYMENTS.

The Company’s Representations and Warranties. The Company represents and warrants to you, as of the date of this Agreement and as of any date that you commit to purchase LROs, that: (a) it is duly organized and is validly existing as a corporation in good standing under the laws of Georgia and has corporate power to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed (by electronic execution), and delivered by the Company; (c) the LROs as reflected in the applicable LRO Agreement have been duly authorized and, following payment of the purchase price by you and electronic execution, authentication and delivery to you of the LRO Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws or general principles of equity; and (d) it has complied in all material respects with applicable federal, state and local laws in connection with the offer and sale of the LROs. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE LRO AGREEMENT, OR THE OFFERING CIRCULAR (INCLUDING ANY SUPPLEMENT OR PQA), NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF THE COMPANY WITH RESPECT TO THE SUBJECT MATTER HEREOF. PAYMENT ON THE LROSLROs, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT BY THE COMPANY OF LOAN PAYMENTS IN RESPECT OF THE CORRESPONDING LOAN. THE COMPANY DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE LRO PAYMENTS YOU EXPECT TO RECEIVE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER’S ABILITY TO PAY (OR THAT OF ITS PRINCIPAL(S)) AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING LOAN PAYMENTS.

The Company’s Representations and Warranties. The Company hereby represents and warrants to you, the Subscribers as of the date of this Agreement and as of any date that you commit to purchase LROs, that: follows: (a) it The Company is a corporation duly organized and is organized, validly existing as a corporation and in good standing under the laws of Georgia the State of Delaware and has the corporate power to enter into conduct the business which it proposes to conduct. A conformed copy of the Company's certificate of incorporation, prior to filing the Certificate of Designations, is attached as Exhibit D-1 hereto and perform its obligations under this Agreement; a copy of the Company's bylaws is attached as Exhibit D-2 hereto. (b) All corporate action required to authorize the execution, delivery and performance of this Agreement has been duly authorized, executed (by electronic execution), and delivered by the Company; taken. (c) the LROs as reflected in the applicable LRO Agreement The Securities have been duly and validly authorized and, following payment when issued, paid for and delivered in accordance with the terms of the purchase price by you and electronic execution, authentication and delivery to you of the LRO this Agreement, will constitute be duly and validly issued, fully paid and nonassessable. After giving effect to the issuance of the Securities, (i) the Company's outstanding capital stock will consist of 60,000 shares of Series A Preferred and 300,000 shares of Common Stock, (ii) the Company will not have any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities except as provided in the Certificate of Designation, (iii) except for 300,000 shares of Common Stock reserved for issuance upon conversion of the Series A Preferred and 66,668 shares of Common Stock reserved for issuance upon the exercise of options granted to Xxxxxxx Xxxxxxx and Xxxxxxx Dessein (to each purchase 33,334 shares), the Company will not have any shares of its capital stock reserved for issuance, and (iv) except for the Series A Preferred and the joint venture contemplated by this Agreement, there will be no outstanding subscriptions, options, warrants, rights, calls or convertible securities, stock appreciation rights (phantom or otherwise), joint venture, partnership or other commitments of any nature relating to shares of the capital stock of the Company. As of the date hereof, the Company has no liability or indebtedness for dividends or other distributions declared or accumulated but unpaid with respect to any shares of stock. (d) This Agreement is a legal, valid and binding obligations agreement of the Company, Company enforceable against the Company in accordance with their terms, its terms except as the enforcement thereof enforceability may be limited by applicable bankruptcy, insolvency or similar other laws affecting the rights of creditors generally or general principles of equity; and (d) it has complied in all material respects with applicable federal, state and local laws in connection with the offer and sale of the LROs. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE LRO AGREEMENT, OR THE OFFERING CIRCULAR (INCLUDING ANY SUPPLEMENT OR PQA), NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF THE COMPANY WITH RESPECT TO THE SUBJECT MATTER HEREOF. PAYMENT ON THE LROS, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT BY THE COMPANY OF LOAN PAYMENTS IN RESPECT OF THE CORRESPONDING LOAN. THE COMPANY DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE LRO PAYMENTS YOU EXPECT TO RECEIVE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER’S ABILITY TO PAY (OR THAT OF ITS PRINCIPAL(S)) AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING LOAN PAYMENTSby equitable principles.

The Company’s Representations and Warranties. The Company hereby represents and warrants to you, as of each Consenting Noteholder (and the date of this Agreement Company hereby acknowledges that each Consenting Noteholder is relying upon such representations and as of any date that you commit to purchase LROs, warranties) that: : (a) the Board has approved the Transaction; (b) it is duly organized and is organized, validly existing as a corporation and in good standing under the laws Laws of Georgia the jurisdiction of its organization, and it has all requisite corporate power and corporate capacity to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed (by electronic execution), hereunder and delivered by consummate the Company; transactions contemplated hereby; (c) the LROs as reflected in the applicable LRO execution and delivery of this Agreement have been duly authorized and, following payment by it and satisfaction of the purchase price by you obligations hereunder, and electronic executionthe completion of the transactions contemplated herein do not and will not, authentication subject to obtaining all requisite approvals required in connection with the CBCA Plan (i) violate or conflict in any material respect with any Law applicable to it or any of its property or assets or (ii) result (with due notice or the passage of time or both) in a violation, conflict or breach of, or constitute a default under, or require any consent to be obtained under its certificate of incorporation, articles, by-laws or other organizational or similar documents; (d) assuming the due authorization, execution and delivery to you of by the LRO AgreementConsenting Noteholders, will constitute this Agreement constitutes the legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, except as the enforcement thereof may be limited by applicable subject to laws of general application and bankruptcy, insolvency or and other similar laws or affecting creditors’ rights generally and general principles of equity; (e) it (i) is a sophisticated party with sufficient knowledge and experience to properly evaluate the terms and conditions of this Agreement; (ii) has conducted its own analysis and made its own decision, in the exercise of its independent judgment, to enter into this Agreement; (iii) has obtained such independent advice in this regard as it deemed appropriate; and (div) has not relied on the analysis or the decision of any Person other than its own members, employees, representatives or independent advisors; (f) to the best of its knowledge, after due inquiry, there is not now pending or threatened against it, nor has it received written notice in respect of, any claim, potential claim, litigation, action, suit, arbitration or other proceeding by or before any Governmental Entity, which would reasonably be expected to impair its ability to execute and deliver this Agreement and to comply with its terms; (g) no Event of Default (as defined under the Existing Senior Unsecured Notes Indenture) has occurred or is continuing under the Existing Senior Unsecured Notes Indenture or the Existing Senior Unsecured Notes other than as may be contemplated by the terms of this Agreement; (h) as of the date hereof, there is no pending agreement, understanding, negotiation or discussion (in each case, whether oral or written) with respect to any Superior Proposal; (i) there are no agreements (whether oral or written) with any director or officer of the Company pursuant to which any payment or other compensation is owed or will be owed, in each case directly as a result of the implementation of the Transaction, other than the agreements or information provided to the Initial Consenting Noteholder Advisors as of the date hereof; (j) it and its directors, officers and employees have and are conducting its business in material compliance with all applicable Laws (including any Laws regarding the environment and all permits, licenses and other authorizations which are required thereunder) and it has not received any notice or has otherwise been advised that, it or its directors, officers or employees are not in material compliance with such Laws (including any Laws regarding the environment and all permits, licenses and other authorizations which are required thereunder); (k) except as disclosed in the Information, it has no material liabilities or obligations (whether absolute, accrued, contingent or otherwise) other than liabilities incurred in the ordinary course of business; (l) except as disclosed in the Information, to the best of its knowledge, after due inquiry, there is no material litigation or other claims commenced or threatened in writing against it that would reasonably be expected to result in a material adverse change in respect of the Company; (m) the financial statements issued by the Company on or after January 1, 2018, fairly reflect in all material respects as of the dates thereof, the consolidated financial condition of the Company and the results of its operations for the periods covered thereby and have been prepared in accordance with IFRS and, since November 1, 2018, there has been no material adverse change in the consolidated financial condition of the Company or its properties, assets, condition or undertakings; (n) it has complied with its public reporting obligations under applicable securities Laws in all material respects with applicable federal, state and local laws in connection all documents filed by the Company with the offer relevant securities regulators: (i) complied with all applicable securities Laws in all material respects; and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (o) it is authorized to issue an unlimited number of common shares and 95,978,621 preferred shares, of which 80,909,225 common shares as of the date hereof and 0 preferred shares are issued and outstanding, and it has no other capital stock authorized or issued and outstanding, other than no more than 1,140,704 restricted share units, 763,075 performance share units, 821,954 deferred share units and 952,532 stock options outstanding and unvested warrants exercisable for 3,088,205 common shares; and, other than the foregoing, there are no other outstanding options, warrants, convertible securities (other than the Convertible Debentures) or rights of any kind to purchase or otherwise acquire capital stock or other securities of the Company; and (p) no order halting or suspending trading in securities of the Company or prohibiting the sale of such securities has been issued to and is outstanding against the LROs. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTCompany, THE LRO AGREEMENTand to the best of its knowledge, OR THE OFFERING CIRCULAR (INCLUDING ANY SUPPLEMENT OR PQA)after due inquiry, NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF THE COMPANY WITH RESPECT TO THE SUBJECT MATTER HEREOF. PAYMENT ON THE LROS, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT BY THE COMPANY OF LOAN PAYMENTS IN RESPECT OF THE CORRESPONDING LOAN. THE COMPANY DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE LRO PAYMENTS YOU EXPECT TO RECEIVE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER’S ABILITY TO PAY (OR THAT OF ITS PRINCIPAL(S)) AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING LOAN PAYMENTSno investigations or proceedings for such purpose are pending or threatened.

The Company’s Representations and Warranties. The Company represents and warrants to you, as of the date of this Agreement and as of any date that you commit to purchase LROs, that: (a) it is duly organized and is validly existing as a corporation in good standing under the laws of Georgia and has corporate power to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed (by electronic execution), ) and delivered by the Company; (c) the LROs as reflected in the applicable LRO Agreement have been duly authorized and, following payment of the purchase price by you and electronic execution, authentication and delivery to you of the LRO Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws or general principles of equity; and (d) it has complied in all material respects with applicable federal, state and local laws in connection with the offer and sale of the LROs. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, IN THE LRO AGREEMENT, INVESTOR AGREEMENT OR THE OFFERING CIRCULAR (INCLUDING ANY SUPPLEMENT OR PQA), NEITHER THE COMPANY GROUNDFLOOR NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF THE COMPANY GROUNDFLOOR WITH RESPECT TO THE SUBJECT MATTER HEREOF. PAYMENT ON THE LROS, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT BY THE COMPANY GROUNDFLOOR OF LOAN PAYMENTS IN RESPECT OF THE CORRESPONDING LOAN. THE COMPANY GROUNDFLOOR DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE LRO PAYMENTS YOU EXPECT TO RECEIVE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE COMPANY GROUNDFLOOR DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWERDEVELOPER’S ABILITY TO PAY (OR THAT OF ITS PRINCIPAL(S)) AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING LOAN PAYMENTS.

The Company’s Representations and Warranties. The Company represents and warrants to you, as of the date of this Agreement and as of any date that you commit to purchase LROs, that: (a) it is duly organized and is validly existing as a corporation duly organized, validly existing, and in good standing under the laws of Georgia and the State of Nevada, has all requisite corporate power and authority to enter into own and perform operate its obligations under properties and assets and to carry on its business as now conducted and as presently proposed to be conducted, to execute and deliver this Agreement to issue and sell the Offered Securities, and to carry out the provisions of this Agreement; . The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business, properties, prospects, or financial condition. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and the authorization, issuance (b) this Agreement or reservation for issuance), sale, and delivery of the Offered Securities being sold hereunder has been duly authorizedtaken and this Agreement, when executed (by electronic execution), and delivered by the Company; (c) the LROs as reflected in the applicable LRO Agreement have been duly authorized and, following payment of the purchase price by you and electronic execution, authentication and delivery to you of the LRO Agreementdelivered, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or similar other equitable remedies. The sale of the Offered Securities is not subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Subscribed Shares that are being purchased by Subscriber hereunder, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. The execution and delivery by the Company of this Agreement, its consummation of the transaction contemplated hereby, and its compliance with the provisions hereof, will not, (1) violate or conflict with its Certificate of (1) Any issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than one hundred persons and which is not making and does not presently propose to make a public offering of its securities. For purposes of this paragraph:... (A) Beneficial ownership by a company shall be deemed to be beneficial ownership by one person, except that, it such company owns 10 per centum or more of the outstanding voting securities of the issuer, the beneficial ownership shall be deemed to be that of the holders of such company's outstanding securities (other than short-term paper) unless, as of the date of the most recent acquisition by such company of securities of that issuer, the value of all securities owned by such company of all issuers which are or would, but for the exception set forth in this subparagraph, be excluded from the definition of investment company solely by this paragraph, does not exceed 10 per centum of the value of the company's total assets." Incorporation or bylaws, (2) violate, conflict with, or give rise to any right of termination, cancellation, or acceleration under any agreement or instrument to which the Company is a party, (3) result in the imposition of any Encumbrance on any asset of the Company, (4) violate or conflict with any laws or general principles of equity; and regulations applicable to the Company, or (d5) it has complied in all material respects require any consent or approval of, notice to, or filing with applicable federalany entity or person, state and local laws except for any notice or filing which will be made on a timely basis. Any funds paid to the Company by investors in connection with their subscription for the offer and sale Offered Securities will be deposited in a non-interest bearing escrow account at the Company's legal counsel, Xxxxxxxxxxx & Xxxxxxxx, LLP. In the event that the Company does not accept Subscriber's subscription for whatever reason, it will refund all of the LROs. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTSubscriber's escrowed funds, THE LRO AGREEMENT, OR THE OFFERING CIRCULAR (INCLUDING ANY SUPPLEMENT OR PQA), NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF THE COMPANY WITH RESPECT TO THE SUBJECT MATTER HEREOF. PAYMENT ON THE LROS, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT BY THE COMPANY OF LOAN PAYMENTS IN RESPECT OF THE CORRESPONDING LOAN. THE COMPANY DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE LRO PAYMENTS YOU EXPECT TO RECEIVE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER’S ABILITY TO PAY (OR THAT OF ITS PRINCIPAL(S)) AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING LOAN PAYMENTSwithout interest.