/Docs/G/Techstars-Equity-CmA/NotePurchase/Form/0.md
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(Sec = (Doc = (Head.Sec = (Head.Message = {MessageToUser} GUID: {Doc.GUID})

(Head.sec = (Doc.Ti = {CompanyName}
(Ti = Convertible Promissory Note Purchase Agreement)
)
)

)

(sec = (0.sec = )
(xlist = (Olist =
  1. (Loan.Sec = (Loan.Ti = Amount and Terms of the Loan)

    (Loan.sec = (Loan.0.sec = )
    (Loan.xlist = (Loan.Olist =
    1. (Loan.Secs = (Loan.1.Sec = (Loan.1.Ti = The Loan)

      (Loan.1.sec = Subject to the terms of (_this_Agreement = this (_Agreement = Agreement)
      )
      , each (_Purchaser = Purchaser)
      agrees to lend to (_the_Company = the (_Company = Company)
      )
      at the (_Closing = Closing)
      (as hereinafter defined) the amount set forth opposite such (_Purchaser = Purchaser)
      's name on the (_Schedule_of_Purchasers = Schedule of Purchasers)
      attached to (_this_Agreement = this (_Agreement = Agreement)
      )
      (each, a "(DefT.Loan_Amount = (_Loan_Amount = Loan Amount)
      )
      ") against the issuance and delivery by (_the_Company = the (_Company = Company)
      )
      of a convertible promissory note for such amount, in substantially the form attached hereto as {_Exhibit_A} (each, a "(DefT.Note = (_Note = Note)
      )
      " and collectively, the "(DefT.Notes = (_Notes = Notes)
      )
      "). )
      )
      )
    )
    )
    (Loan.00.sec = )
    )
    )
  2. (Closing.Sec = (Closing.Ti = Closing and Delivery)

    (Closing.sec = (Closing.0.sec = )
    (Closing.xlist = (Closing.Olist =
    1. (Closing.Secs = (Closing.1.Sec = (Closing.1.Ti = Closing)

      (Closing.1.sec = The closing of the sale and purchase of the (_Notes = Notes)
      (the "(DefT.Closing = (_Closing = Closing)
      )
      ") shall be held on the (_Effective_Date = Effective Date)
      , or at such other time as (_the_Company = the (_Company = Company)
      )
      and (_Purchasers = Purchasers)
      may mutually agree (such date is hereinafter referred to as the "(DefT.Closing_Date = (_Closing_Date = Closing Date)
      )
      ").)
      )
    2. (Closing.2.Sec = (Closing.2.Ti = Subsequent Sales of (_Notes = Notes)
      )

      (Closing.2.sec = At any time on or before the {AdditionalClosingPeriod} day following the (_Closing = Closing)
      , (_the_Company = the (_Company = Company)
      )
      may sell (_Notes = Notes)
      representing up to the balance of the authorized principal amount not sold at the (_Closing = Closing)
      (the "(DefT.Additional_Purchasers = (_Additional_Purchasers = Additional Purchasers)
      )
      "). All such sales made at any additional closings (each an "(DefT.Additional_Closing = (_Additional_Closing = Additional Closing)
      )
      ") shall be made on the terms and conditions set forth in (_this_Agreement = this (_Agreement = Agreement)
      )
      and (i) the representations and warranties of (_the_Company = the (_Company = Company)
      )
      set forth in (cRep.Xref = Section 3)
      hereof shall speak as of the (_Closing = Closing)
      and (_the_Company = the (_Company = Company)
      )
      shall have no obligation to update any disclosure related thereto, and (ii) the representations and warranties of the (_Additional_Purchasers = Additional Purchasers)
      in (iRep.Xref = Section 4)
      hereof shall speak as of such (_Additional_Closing = Additional Closing)
      . (_This_Agreement = This (_Agreement = Agreement)
      )
      , including without limitation, the (_Schedule_of_Purchasers = Schedule of Purchasers)
      , may be amended by (_the_Company = the (_Company = Company)
      )
      without the consent of (_Purchasers = Purchasers)
      to include any (_Additional_Purchasers = Additional Purchasers)
      upon the execution by such (_Additional_Purchasers = Additional Purchasers)
      of a counterpart signature page hereto. Any (_Notes = Notes)
      sold pursuant to this (Closing.Closing.Subsequent.Xref = (Closing.Xref = Section 2)
      .2)
      shall be deemed to be "(DefT.Notes = (_Notes = Notes)
      )
      ," for all purposes under (_this_Agreement = this (_Agreement = Agreement)
      )
      and any (_Additional_Purchasers = Additional Purchasers)
      thereof shall be deemed to be "(DefT.Purchasers = (_Purchasers = Purchasers)
      )
      " for all purposes under (_this_Agreement = this (_Agreement = Agreement)
      )
      .)
      )
    3. (Closing.3.Sec = (Closing.3.Ti = Delivery)

      (Closing.3.sec = At the (_Closing = Closing)
      and each (_Additional_Closing = Additional Closing)
      (i) each (_Purchaser = Purchaser)
      shall deliver to (_the_Company = the (_Company = Company)
      )
      a check or wire transfer funds in the amount of such (_Purchaser = Purchaser)
      's (_Loan_Amount = Loan Amount)
      ; and (ii) (_the_Company = the (_Company = Company)
      )
      shall issue and deliver to each (_Purchaser = Purchaser)
      a (_Note = Note)
      in favor of such (_Purchaser = Purchaser)
      payable in the principal amount of such (_Purchaser = Purchaser)
      's (_Loan_Amount = Loan Amount)
      .)
      )
      )
    )
    )
    (Closing.00.sec = )
    )
    )
  3. (cRep.Sec = (cRep.Ti = Representations and Warranties of (_the_Company = the (_Company = Company)
    )
    )

    (cRep.sec = (cRep.0.sec = )
    (cRep.xlist = (cRep.Olist =
    1. (cRep.Organization.Sec = (cRep.Organization.Ti = Organization, Good Standing and Qualification)

      (cRep.Organization.sec = (_The_Company = The (_Company = Company)
      )
      is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (_The_Company = The (_Company = Company)
      )
      has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. (_The_Company = The (_Company = Company)
      )
      is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on (_the_Company = the (_Company = Company)
      )
      or its business.)
      )
    2. (cRep.Power.Sec = (cRep.Power.Ti = Corporate Power)

      (cRep.Power.sec = (_The_Company = The (_Company = Company)
      )
      has all requisite corporate power to execute and deliver (_this_Agreement = this (_Agreement = Agreement)
      )
      , to issue each (_Note = Note)
      (collectively, the "(DefT.Loan_Documents = (_Loan_Documents = Loan Documents)
      )
      ") and to carry out and perform its obligations under the terms of the (_Loan_Documents = Loan Documents)
      . )
      )
    3. (cRep.Authorization.Sec = (cRep.Authorization.Ti = Authorization)

      (cRep.Authorization.sec = All corporate action on the part of (_the_Company = the (_Company = Company)
      )
      , its directors and its stockholders necessary for the authorization of the (_Loan_Documents = Loan Documents)
      and the execution, delivery and performance of all obligations of (_the_Company = the (_Company = Company)
      )
      under the (_Loan_Documents = Loan Documents)
      , including the issuance and delivery of the (_Notes = Notes)
      and the reservation of the equity securities issuable upon conversion of the (_Notes = Notes)
      (collectively, the "(DefT.Conversion_Securities = (_Conversion_Securities = Conversion Securities)
      )
      ") has been taken or will be taken prior to the issuance of such (_Conversion_Securities = Conversion Securities)
      . The (_Loan_Documents = Loan Documents)
      , when executed and delivered by (_the_Company = the (_Company = Company)
      )
      , shall constitute valid and binding obligations of (_the_Company = the (_Company = Company)
      )
      enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The (_Conversion_Securities = Conversion Securities)
      , when issued in compliance with the provisions of the (_Loan_Documents = Loan Documents)
      will be validly issued, fully paid and nonassessable and free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.)
      )
    4. (cRep.GovtConsent.Sec = (cRep.GovtConsent.Ti = Governmental Consents)

      (cRep.GovtConsent.sec = All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of (_the_Company = the (_Company = Company)
      )
      in connection with the valid execution and delivery of (_this_Agreement = this (_Agreement = Agreement)
      )
      , the offer, sale or issuance of the (_Notes = Notes)
      and the (_Conversion_Securities = Conversion Securities)
      issuable upon conversion of the (_Notes = Notes)
      or the consummation of any other transaction contemplated hereby shall have been obtained and will be effective at such time as required by such governmental authority. )
      )
    5. (cRep.ComplyLaw.Sec = (cRep.ComplyLaw.Ti = Compliance with Laws)

      (cRep.ComplyLaw.sec = To its knowledge, (_the_Company = the (_Company = Company)
      )
      is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would materially and adversely affect the business, assets, liabilities, financial condition or operations of (_the_Company = the (_Company = Company)
      )
      .)
      )
    6. (cRep.ComplyInstruments.Sec = (cRep.ComplyInstruments.Ti = Compliance with Other Instruments)

      (cRep.ComplyInstruments.sec = (cRep.ComplyInstruments.1.Sen = (_The_Company = The (_Company = Company)
      )
      is not in violation or default of any term of its certificate of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violations that would not individually or in the aggregate have a material adverse effect on (_the_Company = the (_Company = Company)
      )
      .)
      (cRep.ComplyInstruments.2.Sen = The execution, delivery and performance of the (_Loan_Documents = Loan Documents)
      , and the consummation of the transactions contemplated by the (_Loan_Documents = Loan Documents)
      will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of (_the_Company = the (_Company = Company)
      )
      or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to (_the_Company = the (_Company = Company)
      )
      , its business or operations or any of its assets or properties.)
      (cRep.ComplyInstruments.3.Sen = The sale of the (_Notes = Notes)
      and the subsequent issuance of the (_Conversion_Securities = Conversion Securities)
      are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.)
      )
      )
    7. (cRep.Offering.Sec = (cRep.Offering.Ti = Offering)

      (cRep.Offering.sec = Assuming the accuracy of the representations and warranties of the (_Purchasers = Purchasers)
      contained in (iRep.Xref = Section 4)
      hereof, the offer, issue, and sale of the (_Notes = Notes)
      and the (_Conversion_Securities = Conversion Securities)
      (collectively, the "(DefT.Securities = (_Securities = Securities)
      )
      ") are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "(DefT.Act = (_Act = Act)
      )
      "), and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.)
      )
    8. (cRep.UseOfProceeds.Sec = (cRep.UseOfProceeds.Ti = Use of Proceeds)

      (cRep.UseOfProceeds.sec = (_The_Company = The (_Company = Company)
      )
      shall use the proceeds of sale and issuance of the (_Notes = Notes)
      for the operations of its business, and not for any personal, family or household purpose.)
      )
    )
    )
    (cRep.00.sec = )
    )
    )
  4. (iRep.Sec = (iRep.Ti = Representations and Warranties of the (_Purchasers = Purchasers)
    )

    (iRep.sec = (iRep.0.sec = )
    (iRep.xlist = (iRep.Olist =
    1. (iRep.Secs = (iRep.1.Sec = (iRep.1.Ti = Purchase for Own Account)

      (iRep.1.sec = Each (_Purchaser = Purchaser)
      represents that it is acquiring the (_Securities = Securities)
      solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the (_Securities = Securities)
      or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.)
      )
    2. (iRep.2.Sec = (iRep.2.Ti = Information and Sophistication)

      (iRep.2.sec = Without lessening or obviating the representations and warranties of (_the_Company = the (_Company = Company)
      )
      set forth in (cRep.Xref = Section 3)
      , each (_Purchaser = Purchaser)
      hereby: (i) acknowledges that it has received all the information it has requested from (_the_Company = the (_Company = Company)
      )
      and it considers necessary or appropriate for deciding whether to acquire the (_Securities = Securities)
      , (ii) represents that it has had an opportunity to ask questions and receive answers from (_the_Company = the (_Company = Company)
      )
      regarding the terms and conditions of the offering of the (_Securities = Securities)
      and to obtain any additional information necessary to verify the accuracy of the information given the (_Purchaser = Purchaser)
      and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.)
      )
    3. (iRep.3.Sec = (iRep.3.Ti = Ability to Bear Economic Risk)

      (iRep.3.sec = Each (_Purchaser = Purchaser)
      acknowledges that investment in the (_Securities = Securities)
      involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the (_Securities = Securities)
      for an indefinite period of time and to suffer a complete loss of its investment.)
      )
    4. (iRep.4.Sec = (iRep.4.Ti = Further Limitations on Disposition)

      (iRep.4.sec = (iRep.4.0.sec = )
      (iRep.4.xlist = (iRep.4.Olist =
      1. (iRep.4.Secs = (iRep.4.1.Sec = There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or)
      2. (iRep.4.2.Sec = The (_Purchaser = Purchaser)
        shall have notified (_the_Company = the (_Company = Company)
        )
        of the proposed disposition and shall have furnished (_the_Company = the (_Company = Company)
        )
        with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by (_the_Company = the (_Company = Company)
        )
        , such (_Purchaser = Purchaser)
        shall have furnished (_the_Company = the (_Company = Company)
        )
        with an opinion of counsel, reasonably satisfactory to (_the_Company = the (_Company = Company)
        )
        , that such disposition will not require registration under the Act or any applicable state securities laws, provided that no such opinion shall be required for dispositions in compliance with Rule 144, except in unusual circumstances.)
      3. (iRep.4.3.Sec = Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such (_Purchaser = Purchaser)
        to a partner (or retired partner) or member (or retired member) of such (_Purchaser = Purchaser)
        in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were (_Purchasers = Purchasers)
        hereunder.)
        )
      )
      )
      (iRep.4.00.sec = )
      )
      )
    5. (iRep.5.Sec = (iRep.5.Ti = Accredited Investor Status)

      (iRep.5.sec = Each (_Purchaser = Purchaser)
      is an "accredited investor" as such term is defined in Rule 501 under the Act.)
      )
      )
    )
    )
    (iRep.00.sec = )
    )
    )
  5. (Further.Sec = (Further.Ti = Further Agreements)

    (Further.sec = (Further.0.sec = )
    (Further.xlist = (Further.Olist =
    1. (Further.Secs = (Further.1.Sec = (Further.1.Ti = "Market Stand-Off" Agreement)

      (Further.1.sec = Each (_Purchaser = Purchaser)
      agrees that such (_Purchaser = Purchaser)
      shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any (_Common_Stock = Common Stock)
      (or other securities) of (_the_Company = the (_Company = Company)
      )
      held by such (_Purchaser = Purchaser)
      (other than those included in the registration) during the 180-day period following the effective date of (_the_Company = the (_Company = Company)
      )
      's first firm commitment underwritten public offering of its (_Common_Stock = Common Stock)
      registered under the Securities Act (or such longer period as the underwriters or (_the_Company = the (_Company = Company)
      )
      shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation), provided that all officers and directors of (_the_Company = the (_Company = Company)
      )
      are bound by and have entered into similar agreements. Each (_Purchaser = Purchaser)
      agrees to execute and deliver such other agreements as may be reasonably requested by (_the_Company = the (_Company = Company)
      )
      or the underwriters that are consistent with the (_Purchaser = Purchaser)
      's obligations under (Further.Market.Xref = (Further.Xref = Section 5)
      .1)
      or that are necessary to give further effect to this (Further.Market.Xref = (Further.Xref = Section 5)
      .1)
      . In addition, if requested by (_the_Company = the (_Company = Company)
      )
      or the representative of the underwriters of Common Stock (or other securities) of (_the_Company = the (_Company = Company)
      )
      , each (_Purchaser = Purchaser)
      shall provide, within 10 days of such request, such information as may be required by (_the_Company = the (_Company = Company)
      )
      or such representative in connection with the completion of any public offering of (_the_Company = the (_Company = Company)
      )
      's securities pursuant to a registration statement filed under the Act. The obligations described in this (Further.Market.Xref = (Further.Xref = Section 5)
      .1)
      shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future.)
      )
    2. (Further.2.Sec = (Further.2.Ti = Further Assurances)

      (Further.2.sec = Each (_Purchaser = Purchaser)
      agrees and covenants that at any time and from time to time it will promptly execute and deliver to (_the_Company = the (_Company = Company)
      )
      such further instruments and documents and take such further action as (_the_Company = the (_Company = Company)
      )
      may reasonably require in order to carry out the full intent and purpose of (_this_Agreement = this (_Agreement = Agreement)
      )
      and to comply with state or federal securities laws or other regulatory approvals.)
      )
      )
    )
    )
    (Further.00.sec = )
    )
    )
  6. (Misc.Sec = (Misc.Ti = Miscellaneous)

    (Misc.sec = (Misc.0.sec = )
    (Misc.xlist = (Misc.Olist =
    1. (Misc.Binding.Sec = (Misc.Binding.Ti = Binding Agreement)

      (Misc.Binding.sec = The terms and conditions of (_this_Agreement = this (_Agreement = Agreement)
      )
      shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in (_this_Agreement = this (_Agreement = Agreement)
      )
      , expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of (_this_Agreement = this (_Agreement = Agreement)
      )
      , except as expressly provided in (_this_Agreement = this (_Agreement = Agreement)
      )
      .)
      )
    2. (Misc.Law.Sec = (Misc.Law.Ti = Governing Law)

      (Misc.Law.sec = (_This_Agreement = This (_Agreement = Agreement)
      )
      shall be governed by and construed under the laws of {Law.State.the} as applied to agreements among {Law.State} residents, made and to be performed entirely within {Law.State.the}, without giving effect to conflicts of laws principles.)
      )
    3. (Misc.Counterpart.Sec = (Misc.Counterpart.Ti = Counterparts)

      (Misc.Counterpart.sec = (_This_Agreement = This (_Agreement = Agreement)
      )
      may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.)
      )
    4. (Misc.Heading.Sec = (Misc.Heading.Ti = Titles and Subtitles)

      (Misc.Heading.sec = The titles and subtitles used in (_this_Agreement = this (_Agreement = Agreement)
      )
      are used for convenience only and are not to be considered in construing or interpreting (_this_Agreement = this (_Agreement = Agreement)
      )
      .)
      )
    5. (Misc.Notice.Sec = (Misc.Notice.Ti = Notices)

      (Misc.Notice.sec = (Misc.Notice.0.sec = )
      (Misc.Notice.xlist = (Misc.Notice.Olist =
      1. (Misc.Notice.Secs = (Misc.Notice.secs = (Misc.Notice.1.sec = upon personal delivery to the party to be notified;)
      2. (Misc.Notice.2.sec = when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day;)
      3. (Misc.Notice.3.sec = five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or)
      4. (Misc.Notice.4.sec = one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.)
        )
        )
      )
      )
      (Misc.Notice.00.sec = All communications shall be sent to (_the_Company = the (_Company = Company)
      )
      at the address on the signature page below, and to (_Purchaser = Purchaser)
      at the addresses set forth on the (_Schedule_of_Purchasers = Schedule of Purchasers)
      attached hereto or at such other addresses as (_the_Company = the (_Company = Company)
      )
      or (_Purchaser = Purchaser)
      may designate by 10 days advance written notice to the other parties hereto)
      )
      )
    6. (Misc.RequisiteHolders.Sec = (Misc.RequisiteHolders.Ti = Modification; Waiver)

      (Misc.RequisiteHolders.sec = No modification or waiver of any provision of (_this_Agreement = this (_Agreement = Agreement)
      )
      or consent to departure therefrom shall be effective only upon the written consent of (_the_Company = the (_Company = Company)
      )
      and the holders of the (_Notes = Notes)
      representing a majority of the aggregate principal amount of all (_Notes = Notes)
      then outstanding (the "(DefT.Requisite_Holders = (_Requisite_Holders = Requisite Holders)
      )
      "). Any provision of the (_Notes = Notes)
      may be amended or waived by the written consent of (_the_Company = the (_Company = Company)
      )
      and the (_Requisite_Holders = Requisite Holders)
      .)
      )
    7. (Misc.Expense.Sec = (Misc.Expense.Ti = Expenses)

      (Misc.Expense.sec = (_The_Company = The (_Company = Company)
      )
      and each (_Purchaser = Purchaser)
      shall each bear its respective expenses and legal fees incurred with respect to (_this_Agreement = this (_Agreement = Agreement)
      )
      and the transactions contemplated herein.)
      )
    8. (Misc.Waive.Sec = (Misc.Waive.Ti = Delays or Omissions)

      (Misc.Waive.sec = (Misc.Waive.Delay.Sen = It is agreed that no delay or omission to exercise any right, power or remedy accruing to each (_Purchaser = Purchaser)
      , upon any breach or default of (_the_Company = the (_Company = Company)
      )
      under the (_Loan_Documents = Loan Documents)
      shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.)
      (Misc.Waive.Waive.Sen = It is further agreed that any waiver, permit, consent or approval of any kind or character by (_Purchaser = Purchaser)
      of any breach or default under (_this_Agreement = this (_Agreement = Agreement)
      )
      , or any waiver by any (_Purchaser = Purchaser)
      of any provisions or conditions of (_this_Agreement = this (_Agreement = Agreement)
      )
      must be in writing and shall be effective only to the extent specifically set forth in writing.)
      (Misc.Waive.Cumulative.Sen = All remedies, either under (_this_Agreement = this (_Agreement = Agreement)
      )
      , or by law or otherwise afforded to the (_Purchaser = Purchaser)
      , shall be cumulative and not alternative.)
      )
      )
    9. (Misc.Entire.Sec = (Misc.Entire.Ti = Entire Agreement)

      (Misc.Entire.sec = (_This_Agreement = This (_Agreement = Agreement)
      )
      and the Exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.)
      )
    )
    )
    (Misc.00.sec = )
    )
    )
)
)
(00.sec = IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and delivered.

{Company.US.Contract.By.Block}

{Investor.US.Contract.By.Block})
)
(Foot.Sec = (null = )
)
)
)