Item 1.01 Entry into a Material Definitive Agreement.
On
Under the Purchase Agreement, the Company has agreed to use the net proceeds from the Private Placement for funding operations or working capital and general corporate purposes. The Company has granted the Purchaser indemnification rights with respect to its representations, warranties and agreements under the Purchase Agreement. The foregoing summary description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase
Agreement were made solely for the benefit of the parties to the Purchase
Agreement and may be subject to limitations agreed upon by the contracting
parties. Accordingly, the Purchase Agreement is incorporated herein by reference
only to provide investors with information regarding the terms of such documents
and not to provide investors with any other factual information regarding the
Company or its business, and should be read in conjunction with the disclosures
in the Company's periodic reports and other filings with the
Item 3.02. Unregistered Sales of
The description set forth in Item 1.01 above is hereby incorporated by reference into this Item 3.02.
In connection with the Private Placement, the Company issued Shares to the
Purchaser, who is an accredited investor, in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Securities Act"), and Rule 506 of Regulation D promulgated
thereunder. The Company will rely on this exemption from registration based in
part on representations made by the Purchaser. The Shares have not been
registered under the Securities Act or applicable state securities laws and may
not be offered or sold in
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