Upon execution and delivery of the Consolidated Notes and the Consolidated Warrants as set forth in this Section A3, the Existing Notes and the Existing Warrants shall be deemed superseded in their entirety.
A4. Representations and Warranties of Odyssey. In connection with the transactions provided for herein, Odyssey hereby represents and warrants to the Lenders that:
(a) Organization and Good Standing and Qualification. Odyssey is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as now conducted.
(b) Authorization. Odyssey has taken all corporate action necessary for the authorization, execution, and delivery of this Amendment, the Consolidated Notes and the Consolidated Warrants. Except as may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors rights, Odyssey has taken all corporate action required to make all of the obligations of Odyssey reflected in the provisions of this Amendment, the Consolidated Notes and the Consolidated Warrants, the valid and enforceable obligations of Odyssey.
A5. Representations and Warranties of the Lenders. In connection with the transactions provided for herein, each Lender hereby represents and warrants to Odyssey that:
(a) Authorization. This Amendment constitutes such Lenders valid and legally binding obligation, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Each Lender represents that it has full power and authority to enter into this Amendment.
(b) Purchase Entirely for Own Account. Each Lender acknowledges that this Amendment is made with such Lender in reliance upon such Lenders representation to Odyssey that the Consolidated Notes, the Consolidated Warrants, and shares of Common Stock issuable upon conversion of the Consolidated Notes and the exercise of the Consolidated Warrants (collectively, the Securities) will be acquired for investment for such Lenders own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Amendment, each Lender further represents that such Lender does not have any contract, undertaking, Amendment or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities.
(c) Disclosure of Information. Each Lender acknowledges that it has received all the information it considers necessary or appropriate for deciding whether to acquire the Securities. Each Lender further represents that it has had an opportunity to ask questions and receive answers from Odyssey regarding the terms and conditions of the offering of the Securities.
(d) Investment Experience. Each Lender is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities.
(e) Accredited Investor. Each Lender is an accredited investor within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission (the SEC), as presently in effect.