Acknowledgments Regarding Investor. Company's decision to enter into this Agreement has been based solely on the independent evaluation
by of Company and its representatives, and Company acknowledges and agrees that: a. Investor is not, has never been, and as a result of the transactions contemplated by the Transaction Documents will not become an officer, director, insider, control person, to Company's
knowledge, knowledge 10% or greater
shareholder shareholder, or otherwise an affiliate of Company as defined under Rule 12b-2 of
...the Exchange Act; b. Investor does not make or has not made any representations, warranties or agreements with respect to the Securities, Shares, this Agreement, or the transactions contemplated hereby other than those specifically set forth in Section III.C below; and c. The conversion of Preferred Shares, exercise of the Warrant, and resale of Conversion Shares will result in dilution, which may be substantial; the number of Conversion Shares will increase in certain circumstances; and Company's obligation to issue and deliver Conversion Shares in accordance with this Agreement, the Certificate of Designations and the Warrant is absolute and unconditional regardless of the dilutive effect that such issuances may have; and d. Investor is acting solely in the capacity of arm's length purchaser with respect to this Agreement and the transactions contemplated hereby; neither Investor nor any of its Affiliates, agents or representatives has or is acting as a legal, financial, investment, accounting, tax or other advisor to Company, or fiduciary of Company, or in any similar capacity; neither Investor nor any of its Affiliates, agents or representatives has provided any legal, financial, investment, accounting, tax or other advice to Company; any statement made in connection with this Agreement or the transactions contemplated hereby is not advice or a recommendation, and is merely incidental to Investor's purchase of the Securities. Shares. 5 13. Registration Statement. The Registration Statement is current and effective, and a Prospectus Supplement with regard to the offer and sale of all Shares pursuant to this Agreement will be filed with the Commission within two Trading Days of the Effective Date.
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Acknowledgments Regarding Investor. Company's decision to enter into this
Agreement Amendment has been based solely on the independent evaluation
by of Company and its representatives, and Company acknowledges and agrees that: a. Investor is not, has never been, and as a result of the transactions contemplated by
the Transaction Documents this Amendment will not become an officer, director, insider, control person, to Company's
knowledge, knowledge 10% or greater
shareholder stockholder, or otherwise an affiliate of Company as def
...ined under Rule 12b-2 of the Exchange Act; b. Investor does not make or has not made any representations, warranties or agreements with respect to the Securities, Shares, this Agreement, Amendment, or the transactions contemplated hereby other than those specifically set forth in Section III.C below; IV.B below (for the avoidance of doubt, this is not intended to undo the releases set forth in Section III above); 4 c. The conversion of Preferred Shares, exercise of the Warrant, Shares and resale of Conversion the Shares will result in dilution, which may be substantial; the number of Conversion Shares will increase in certain circumstances; and Company's obligation to issue and deliver Conversion the Shares in accordance with this Agreement, the Certificate of Designations and the Warrant Amendment is absolute and unconditional regardless of the dilutive effect that such issuances may have; unconditional; and d. Investor is acting solely in the capacity of arm's length purchaser with respect to this Agreement Amendment and the transactions contemplated hereby; neither Investor nor any of its Affiliates, agents or representatives has or is acting as a legal, financial, investment, accounting, tax or other advisor to Company, or fiduciary of Company, or in any similar capacity; neither Investor nor any of its Affiliates, agents or representatives has provided any legal, financial, investment, accounting, tax or other advice to Company; any statement made in connection with this Agreement Amendment or the transactions contemplated hereby is not advice or a recommendation, and is merely incidental to Investor's purchase of the Securities. Shares.
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Acknowledgments Regarding Investor. Company's decision to enter into this Agreement has been based solely on the independent evaluation by Company and its representatives, and Company acknowledges and agrees that:
a. Investor 5 a.Investor is not, has never been, and as a result of the transactions contemplated by the Transaction Documents will not become an officer, director, insider, control person, to Company's knowledge, 10% or greater
shareholder or shareholder, or, to the Company's knowledge, otherwise an affiliate of Company
... as defined under Rule 12b-2 of the Exchange Act; b. Investor b.Investor does not make or has not made any representations, warranties or agreements with respect to the Securities, Shares, this Agreement, or the transactions contemplated hereby other than those specifically set forth in Section III.C below; c. The c.The conversion of Preferred Shares, exercise of the Warrant, Shares and resale of Conversion Shares will result in dilution, which may be substantial; the number of Conversion Shares will increase in certain circumstances; and Company's obligation to issue and deliver Conversion Shares in accordance with this Agreement, Agreement and the Certificate of Designations and the Warrant is absolute and unconditional regardless of the dilutive effect that such issuances may have; and d. Investor d.Investor is acting solely in the capacity of arm's length purchaser with respect to this Agreement and the transactions contemplated hereby; neither Investor nor any of its Affiliates, agents or representatives has or is acting as a legal, financial, investment, accounting, tax or other advisor to Company, or fiduciary of Company, or in any similar capacity; neither Investor nor any of its Affiliates, agents or representatives has provided any legal, financial, investment, accounting, tax or other advice to Company; any statement made in connection with this Agreement or the transactions contemplated hereby is not advice or a recommendation, and is merely incidental to Investor's purchase of the Securities. Shares; and 13.Registration Statement. The Registration Statement is current and effective. B.Representations Regarding Company. Except as set forth in any Public Reports or attached exhibits as of the Effective Date, or under the corresponding section of the Disclosure Schedules, if any, Company hereby represents and warrants to, and as applicable covenants with, Investor as of the Closing: 1.Capitalization. The capitalization of the Company as of the Effective Date is as described in the Public Reports. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents which has not been waived or satisfied. Except as a result of the purchase and sale of the Shares, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or securities convertible into or exercisable for shares of Common Stock. The issuance and sale of the Shares will not obligate Company to issue shares of Common Stock or other securities to any Person, other than Investor, and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange, or reset price under such securities. All of the outstanding shares of capital stock of Company are validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such 6 outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of Company or others is required for the issuance and sale of the Shares. There are no stockholders agreements, voting agreements or other similar agreements with respect to Company's capital stock to which Company is a party or, to the knowledge of Company, between or among any of Company's stockholders.
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