Common use of Accredited Investor; Investment Clause in Contracts

Accredited Investor; Investment. Buyer is an “accredited investor” within the meaning of Regulation D under the Securities Act, and the rules and regulations promulgated thereunder. Buyer acknowledges that none of the Membership Interests has been, or are contemplated to be, registered under any federal, state or local or international securities Laws (collectively, “Securities Laws”), and may not be resold unless permitted under applicable exemptions contained in the Securities Laws or upon satisfaction of the registration or qualification requirements of the Securities Laws. Buyer acknowledges and agrees that it must bear the economic risk of its purchase of the Membership Interests under this Agreement for an indefinite period of time because the Membership Interests have not been registered or qualified under the Securities Laws, and, therefore, cannot be sold unless subsequently registered or exemptions from registration or qualification are available. Buyer is not acquiring the Membership Interests with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act. Buyer, together with its stockholders, directors and executive officers and advisors, is familiar with investments of the nature of the Membership Interests, understands that these investments involve substantial risks, has adequately investigated any Project, and has substantial knowledge and experience in financial and business matters, including, without limitation, energy power (including solar energy) production projects, such that it is capable of evaluating, and has evaluated, the merits and risks inherent in entering into the sale contemplated under this Agreement, and is able to bear the economic risks of such investment for an indefinite period.

Accredited Investor; Investment. Buyer Such Seller is an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act, and the rules and regulations promulgated thereunder”). Buyer Such Seller acknowledges that none of the Membership Interests has Buyer Shares have not been, or nor are they contemplated to be, registered under any federal, state or local or international securities Laws (collectively, “Securities Laws”)laws, and may not be resold unless permitted under applicable exemptions from registration contained in the Securities Laws such securities laws or upon satisfaction of the registration or qualification requirements of the Securities Lawssuch securities laws. Buyer Such Seller acknowledges and agrees that it must bear the economic risk of its purchase of investment in the Membership Interests under this Agreement Buyer Shares for an indefinite period of time because the Membership Interests have time, since such investment has not been registered or qualified under the Securities Laws, and, therefore, cannot be sold unless subsequently registered or exemptions from registration or qualification are availablesuch securities laws. Buyer Such Seller is not acquiring the Membership Interests Buyer Shares with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act. Such Seller has received certain information concerning the Buyer (including, but not limited to, the Buyer’s SEC Documents) and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Buyer Shares. Such Seller, together with its stockholdersshareholders, partners, directors and executive officers and advisorsofficers, is familiar with investments of the nature of the Membership Interestsinvestment in the Buyer Shares, understands that these investments involve this investment involves substantial risks, has adequately investigated any Project, the Buyer and has substantial knowledge and experience in financial and business matters, including, without limitation, energy power (including solar energy) production projects, such that it is capable of evaluating, and has evaluated, the merits and risks inherent in entering into acquiring the sale contemplated under this AgreementBuyer Shares, and is able to bear the economic risks of such investment for an indefinite periodinvestment.

Accredited Investor; Investment. The Buyer is an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act, and the rules and regulations promulgated thereunder”). The Buyer acknowledges that none of the Membership Interests has Warrants have not been, or nor are they contemplated to be, registered under any federal, state or local or international securities Laws (collectively, “Securities Laws”)laws, and may not be resold unless permitted under applicable exemptions contained in the Securities Laws such securities laws or upon satisfaction of the registration or qualification requirements of the Securities Lawssuch securities laws. The Buyer acknowledges and agrees that it must bear the economic risk of its purchase of investment in the Membership Interests under this Agreement Warrants for an indefinite period of time because the Membership Interests have time, since such investment has not been registered or qualified under the Securities Laws, and, therefore, cannot be sold unless subsequently registered or exemptions from registration or qualification are availablesuch securities laws. The Buyer is not acquiring the Membership Interests Warrants with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act. Subject to its reliance on the express representations and warranties made by the Holders in this Agreement, the Buyer, together with its stockholdersshareholders, directors and executive officers and advisorsofficers, is familiar with investments of the nature of the Membership Interestsinvestment contemplated under this Agreement, understands that these investments involve this investment involves substantial risks, has adequately investigated any Project, the Company and its business and has substantial knowledge and experience in financial and business matters, including, without limitation, energy power (including solar energy) production projects, such that it is capable of evaluating, and has evaluated, the merits and risks inherent in entering into purchasing the sale contemplated under this AgreementWarrants, and is able to bear the economic risks of such investment investment. Further, the Buyer agrees that it will truthfully and completely answer all questions, and make all covenants, that the Company may, contemporaneously or hereafter, reasonably ask or demand for an indefinite periodthe purpose of establishing compliance with the Securities Act and applicable state securities laws with respect to the Buyer’s purchase of the Warrants.

Accredited Investor; Investment. Buyer is an “accredited investor” within the meaning of Regulation D under the Securities Act, and the rules and regulations promulgated thereunder. Buyer acknowledges that none of the Membership Purchased Interests has have not been, or and are not contemplated to be, registered under any federal, state or local or international securities Laws (collectively, “Securities Laws”), and may not be resold unless permitted under applicable exemptions contained in the Securities Laws or upon satisfaction of the registration or qualification requirements of the Securities Laws. Buyer acknowledges and agrees that it must bear the economic risk of its purchase of the Membership Interests investments under this Agreement for an indefinite period of time because the Membership Interests since such investments have not been registered or qualified under the Securities Laws, and, therefore, cannot be sold unless they are subsequently registered or exemptions from registration or qualification are available. Buyer is not acquiring the Membership Interests such investments with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act. Buyer, together with its stockholdersmembers, managers, directors and executive officers and advisors, is familiar with investments of the nature of the Membership Interestsinvestments contemplated under this Agreement, understands that these investments involve substantial risks, has adequately investigated any Projectthe Projects and the Subject Companies, and has substantial knowledge and experience in financial and business matters, including, without limitation, energy power (including solar wind energy) production projects, such that it is capable of evaluating, and has evaluated, the merits and risks inherent in entering into the sale transactions contemplated under this Agreement, and is able to bear the economic risks of such investment for an indefinite periodinvestment.

Accredited Investor; Investment. Buyer is an “accredited investor” within the meaning of Regulation D under the Securities Act, and the rules and regulations promulgated thereunder. Buyer acknowledges that none of the Membership Interests has have been, or are contemplated to be, registered under any federal, state or local or international securities Laws (collectively, “Securities Laws”)laws, and may not be resold unless permitted under applicable exemptions contained in the Securities Laws such securities laws or upon satisfaction of the registration or qualification requirements of the Securities Lawssuch securities laws. Buyer acknowledges and agrees that it must bear the economic risk of its purchase of the Membership Interests investments under this Agreement for an indefinite period of time because the Membership Interests such investments have not been registered or qualified under the Securities Lawssuch securities laws, and, therefore, cannot be sold unless they are subsequently registered or exemptions from registration or qualification are available. Buyer is not acquiring the Membership Interests such investments with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act. Buyer, together with its stockholdersmembers, directors managers and executive officers and advisors, is familiar with investments of the nature of the Membership Interestsinvestments contemplated under this Agreement, understands that these investments involve substantial risks, has adequately investigated any each ProjectCo and the Project, and has substantial knowledge and experience in financial and business matters, including, without limitation, energy power (including solar energy) production projects, such that it is capable of evaluating, and has evaluated, the merits and risks inherent in entering into purchasing the sale investments contemplated under this Agreement, and is able to bear the economic risks of such investment for an indefinite periodinvestment.