“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS.”
4.8 Investment Experience
The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Purchased Shares and, at the present time, is able to afford a complete loss of such investment.
4.9 Purchaser Status
At the time such Purchaser was offered the Common Shares, it was, and at the date hereof it is, either: (i) an“accredited investor”as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a“qualified institutional buyer”as defined in Rule 144 A（a）under the Securities Act.
4.10 General Solicitation
The Purchaser acknowledges that the Common Shares were not offered to such Purchaser by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which Purchaser was invited by any of the foregoing means of communication, or any other general solicitation or general advertisement.
5. REPRESENTATIONS AND WARRANTITIES OF THE COMPANY
The company hereby represents and warrants to the Purchaser that the statements contained in this Section 5 attached hereto are true, correct and complete as of the date hereof and as of the Closing:
5.1 Organization, Good Standing and Qualification
The Company is duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. The Company has all requisite legal and corporate power and authority to carry on its business as now conducted, and is duly qualified to transact business in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.
5.2 Authorization
The Company has all requisite legal and corporate power, and has taken all corporate action on the part of the Company, its officers, directors and shareholders necessary, for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and delivery, and the authorization, issuance (or reservation for issuance), sale and delivery of the Purchased Shares to be issued pursuant to this Agreement, and this Agreement when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
5.3 Compliance with Laws
The execution, delivery and performance by the Company of this Agreement do not and will not violate any law or regulation. There is no judicial judgment (or an arbitration award) or decree forbidding or restricting the Company from entering into and performing this Agreement.
5.4 Provided Information
The documentation, data and warranties provided by the Company based on which this Agreement is enter into are true, accurate and complete. There is no false statement, material omission or misleading statement provided by the Company that may mislead the Purchaser, and the Company is totally responsible for the truthfulness, accuracy and completeness of the documentation provided to the Purchaser.
6. CONDITIONS OF THE PARTIES OBLIGATIONS AT CLOSING
6.1 Representations and Warranties True
The obligations of the Company at the Closing shall be subject to the condition that the representations and warranties of the Company contained in Section 5 shall be true and accurate in all material respects when made, and shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing. The obligations of the Company at the Closing shall be subject to the condition that the representations and warranties of the Purchaser contained in Section 4 shall be true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing.
6.2 Authorization and Approvals of the Company
The obligations of the Company shall be subject to the condition that the Company shall have obtained all authorizations, approvals, waivers or permits of any Person or any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement, including without limitation any authorizations, approvals, waivers or permits that are required in connection with the lawful issuance of the Purchased Shares, and all such authorizations, approvals, waivers and permits shall be effective as of the Closing.
