Gxxx X. Xxxxxx (SEAL) -------------- NOTARY PUBLIC My Commission Expires: April 26, 2000 XXXXX XX Xxxxxxxx, XXXX/XXXXXX xx Xxxxxxxx, TO WIT: I HEREBY CERTIFY, that on this 22 day of December, 2004, before me, the undersigned, a Notary Public of the jurisdiction aforesaid, personally appeared JXXX X. XXXXXXXXX, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained.
Gxxx X. Agron, Esq. shall have furnished to the Representative his written opinion, as counsel to the Company, addressed to the Underwriters and dated such -29- Delivery Date, in form and substance satisfactory to the Representative, to the effect that:
Gxxx X. Xxxxx Gxxx X. Xxxxx As Trustee and not Individually
Gxxx X. Xxxxxxxx -------------------- GXXX X. XXXXXXXX EMPLOYER: GREENBRIAR CORPORATION By:/s/ Jxxxx X. Xxxxxx ------------------- Name: Jxxxx X. Xxxxxx Title: Chairman, President & CEO
Gxxx X. Xxxxxx Sxxx X. Xxxxxx Exhibit A Form of Notes Exhibit B Form of Warrants - 20 - Exhibit C Form of Registration Rights Agreement Exhibit D Form of Security Agreement Exhibit E Description of Collateral All assets of Sutura, Inc., a Delaware corporation (the “Company”), including without limitation, the following: Inventory: All inventory of the Company as that term is defined in the Uniform Commercial Code, whether now owned or hereafter acquired or in which the Company obtains rights, whether consisting of whole goods, spare parts or components, supplies or materials whether acquired, held or furnished for sale, for lease or for any other arrangements, or under contracts or for manufacture or processing, and wherever located worldwide;
Gxxx X. Xxxxx represents and warrants that: (i) he satisfies the Fund’s investor eligibility requirements set forth in Attachment A hereto and is otherwise duly qualified to purchase and hold such Units and to enter into this Purchase Agreement; (ii) he has no present intention of selling or redeeming the Units so acquired; (iii) he is a natural person who is a citizen of or resident of the United States; (iv) he is of legal age in the jurisdiction in which he resides to purchase Units; (v) he is not involved in any money laundering schemes and the source of this investment is not derived from any unlawful activity; and (vi) any personal information including, but not limited to, date of birth, social security number, address, occupation, employer he provides to the Fund in connection with this transaction shall be accurate.
Gxxx X. Xxxxx agrees to indemnify and hold harmless the Fund against any and all claims, damages, losses, liabilities and expenses whatsoever (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) arising out of or based upon any misrepresentation or misstatement by Mx. Xxxxx contained herein or in any other document furnished by Mx. Xxxxx to the Fund in connection with this transaction. The indemnity obligations of Mx. Xxxxx shall be in addition to any liability that Mx. Xxxxx may otherwise have, and shall be binding upon and inure to the benefit of any successors or assigns of the Fund.
Gxxx X. Xxxxxx (SEAL) -------------- NOTARY PUBLIC My Commission Expires: April 26, 2007 STATE OF Kentucky, CITY/COUNTY of Frankfort, TO WIT: I HEREBY CERTIFY, that on this 22 day of December, 2004, before me, the undersigned, a Notary Public of the jurisdiction aforesaid, personally appeared JXXX X. XXXXXXXXX, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, who acknowledged himself to be the PRESIDENT of PLANGRAPHICS, INC., a Colorado corporation, and who further acknowledged under oath that he, in such capacity, being authorized to do so, executed the foregoing instrument for the purposes therein contained on behalf of PLANGRAPHICS, INC., as PRESIDENT.
Gxxx X. Xxxxxx (SEAL) -------------- NOTARY PUBLIC My Commission Expires: April 26, 2000 XXXXX XX Xxxxxxxx, XXXX/XXXXXX XX Xxxxxx Xxxxxx, TO WIT: I HEREBY CERTIFY, that on this 28 day of December, 2004, before me, the undersigned, a Notary Public of the jurisdiction aforesaid, personally appeared AXXXXX X. XXXXXXXXXX, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, who acknowledged himself to be a Business Services Officer of BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation, and who further acknowledged that he, as such Business Services Officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained on behalf of BRANCH BANKING AND TRUST COMPANY.
Gxxx X. Xxxx, Chief Corporate Counsel of Sempra Energy, a California corporation and the ultimate parent of the Company, shall have furnished to the Representatives a written opinion, dated the Time of Delivery, in form and substance satisfactory to the Representatives, to the effect that:
