2.07 Access to Information; Advice. The Member has had the
opportunity to discuss the transactions contemplated hereby with the management of the Company and has had the opportunity to obtain such information pertaining to the Company as has been requested. The Member understands that an investment in the
Company involves substantial risks. The Member (a) can bear the economic risk of losing its entire investment in the Company and has adequate means for providing for its current financial needs and contingencies, and (b) has the financial
acumen and sophistication to make an informed investment decision with respect to the transactions contemplated hereby and the Preferred Stock to be issued hereunder. The Member is relying solely upon the advice of its own legal, tax and financial
advisers with respect to the tax and other legal aspects of an investment in the Preferred Stock.
of Offering. The Member understands that the Preferred Stock is being issued in reliance upon an exemption from the registration requirements of the Securities Act, and applicable state securities laws, and that the Company is relying upon the
accuracy of, and the Members compliance with, the Members representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Member as follows:
3.01 Organization. The Company is duly formed and validly existing under the laws of the State of Delaware, with
full power and authority to conduct its business as it is currently being conducted and to own its assets; and has secured any other authorizations, approvals, permits and orders required by law for the conduct by the Company of its business as it
is currently being conducted.
3.02 Power and Authority; Enforceability. The Company has the power and
authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement constitutes a legal, valid, and binding obligation of the Company, and is enforceable
against the Company in accordance with its terms.
3.03 Approvals. Subject to the accuracy of the
Members representations and warranties herein, no consent, approval, authorization or order of, or filing or registration with, any governmental authority or other person is required to be obtained or made by the Company for the execution,
delivery and performance of this Agreement or the consummation of any of the transactions contemplated hereby.
3.04 No Default. The Company and its subsidiaries are not, and, immediately after the consummation of the
transactions contemplated hereby, none will be, in material default of (whether upon the passage of time, the giving of notice or both) any term of its certificate of incorporation or its bylaws or any provision of any equity security issued by the
3.05 Securities Laws. All notices, filings, registrations, or qualifications under state securities
or blue sky laws, that are required in connection with the offer, issuance, sale and delivery of the Preferred Stock pursuant to this Agreement, have been, or will be, completed by the Company.