Investor represents and warrants to Company that as of the Effective Date: (i) this Agreement, its execution and its delivery has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) the Investor has had the opportunity to conduct a due diligence investigation of the Company and the Mining Sub, their respective businesses, assets, financial condition, results of operations and prospects, and the Investor has had the opportunity to ask questions of and receive answers from management to the satisfaction of the Investor.