Common use of Accredited Investor Representations Clause in Contracts

Accredited Investor Representations. (a) The Seller, and each of their equity owners, is: (i) an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under Securities Act of 1933, as amended (the “Securities Act”), by reason of Rule 501(a)(3), and (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by Buyer or any of its Affiliates), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Equity Consideration Shares. Events. No “bad actor” disqualification event is applicable to the Seller for purposes of Rule 506 promulgated under the Securities Act. (b) Seller is acquiring the Equity Consideration Shares for its own account for investment purposes only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof; (c) All subsequent offers and sales of the Equity Consideration Shares by the Seller shall be made pursuant to registration under the Securities Act, or pursuant to an exemption from registration; (d) Seller understands that the Equity Consideration Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that Buyer is relying upon the truth and accuracy of, and the Seller’s compliance with, the representations, warranties, agreements, acknowledgements and understandings set forth herein in order to determine the availability of such exemptions and the eligibility of the Seller to acquire the Equity Consideration Shares; (e) Seller has been furnished with all materials relating to the business, finances and operations of Buyer and materials relating to the offer and sale of the Equity Consideration Shares which have been requested by the Seller. The Seller and its advisors, if any, have been afforded the opportunity to ask questions of Buyer and have received complete and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, the Seller has also had the opportunity to obtain and to review SG Blocks’ Current Reports on Form 8-K filed from January 1, 2020 up to the Closing Date, Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2020 and Annual Report on Form 10-K for the fiscal year ended December 31, 2019. (f) Seller understands that its investment in the Equity Consideration Shares involves a high degree of risk; (g) Seller understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Equity Consideration Shares; (h) Seller acknowledges that (1) the Equity Consideration Shares has not been registered under the provisions of the Securities Act and may not be transferred unless (A) subsequently registered thereunder, as provided for herein, or (B) the Seller shall have delivered to Buyer an opinion of counsel, reasonably satisfactory in form, scope and substance to Buyer, to the effect that the Equity Consideration Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; and (2) any sale of any security made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of that security under circumstances in which the seller, or the person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the Securities Act, may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. (i) Seller acknowledges and agrees that the stock certificates evidencing the Equity Consideration Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer thereof): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Accredited Investor Representations. (a) The SellerWachovia understands that neither the Warrants nor the Warrant Shares (as defined in the Warrant) have been, and each will not be registered, under the Securities Act. Wachovia also understands that the Warrants and Warrant Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Wachovia’s representations contained in this Section 10.32. Wachovia further acknowledges, agrees and understands that neither the Warrants nor Warrant Shares may be offered or sold within the United States or to, or for the account or benefit of their equity ownersa U.S. Person within the meaning of Regulation S promulgated under the Securities Act, is: except in accordance with Regulation S or pursuant to a duly available exemption from the registration requirements of the Securities Act, unless the Warrants and Warrant Shares are subsequently registered under the Securities Act. Wachovia acknowledges and agrees that Northstar Corp has no obligation or intention to register the Warrants or Warrant Shares under the Securities Act. Wachovia acknowledges and agrees that it is solely responsible for obtaining such legal, including tax, advice as it considers necessary and appropriate in connection with the investment by it in the Warrants and Warrant Shares. (b) Wachovia hereby represents, warrants and undertakes as follows: (i) an “accredited investor” as Wachovia is a highly sophisticated investor and has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to Northstar Corp so that term it is defined capable of evaluating, and has independently evaluated, the merits and risks of its investment in Rule 501 Northstar Corp and has the capacity to protect its own interests. Wachovia may be required to bear the economic risk of this investment indefinitely and has independently concluded that it is financially able to bear those risks indefinitely. Wachovia understands that Northstar Corp has no obligation or present intention of registering the General Rules and Regulations under Securities Act of 1933, as amended (Warrants or Warrant Shares in the “United States pursuant to the Securities Act”). (ii) Wachovia is acquiring the Warrants and Warrant Shares for Wachovia’s own account for investment only, and not with a view towards their distribution or resale. Wachovia has not acquired the Warrants or Warrant Shares for the purpose of selling or transferring them, or granting, issuing or transferring interests in, or options over, them. (iii) Wachovia represents that by reason of Rule 501(a)(3)its, and (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience or of its officers (if an entity) and professional advisors (who are not affiliated with management’s, business or compensated in any way by Buyer or any of its Affiliates)financial experience, Wachovia has the capacity to protect its own interests in connection with the transactions described contemplated in this Agreementthe Warrants. Further, Wachovia is not aware of any general solicitation or publication of any advertisement, as such terms are defined in Regulation D under the Securities Act, in connection with the acquisition of the Warrants and the related documents, and Warrant Shares. (iv) able to afford Wachovia is an accredited investor, within the entire loss meaning of its investment in the Equity Consideration Shares. Events. No “bad actor” disqualification event is applicable to the Seller for purposes of Rule 506 promulgated Regulation D under the Securities Act. (bv) Seller Wachovia is acquiring the Equity Consideration Shares for its own account for investment purposes only aware of Northstar Corp’s business affairs and not with a view towards the public sale or distribution thereof financial condition and not with a view has acquired sufficient information about Northstar Corp, including publicly available information concerning Northstar Corp, to or for sale in connection with any distribution thereof; (c) All subsequent offers reach an informed and sales of the Equity Consideration Shares by the Seller shall be made pursuant to registration under the Securities Act, or pursuant to an exemption from registration; (d) Seller understands that the Equity Consideration Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that Buyer is relying upon the truth and accuracy of, and the Seller’s compliance with, the representations, warranties, agreements, acknowledgements and understandings set forth herein in order to determine the availability of such exemptions and the eligibility of the Seller knowledgeable decision to acquire the Equity Consideration Warrants and Warrant Shares; (e) Seller . Wachovia has been furnished with all materials relating had an opportunity to the discuss Northstar Corp’s business, finances management and operations financial affairs with directors, officers and management of Buyer and materials relating to the offer and sale of the Equity Consideration Shares which have been requested by the Seller. The Seller and its advisors, if any, have been afforded Northstar Corp. Wachovia has also had the opportunity to ask questions of Buyer and have received complete receive answers from, Northstar Corp and satisfactory answers to any such inquiries. Without limiting its management regarding the generality terms and conditions of the foregoingpurchase. Wachovia has not been provided with, nor has it requested, an offering memorandum or similar document in connection with its decision to acquire the Seller has also had the opportunity to obtain Warrants and to review SG Blocks’ Current Reports on Form 8-K filed from January 1, 2020 up to the Closing Date, Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2020 and Annual Report on Form 10-K for the fiscal year ended December 31, 2019Warrant Shares. (fvi) Seller understands that its investment in the Equity Consideration Shares involves a high degree of risk; (g) Seller understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Equity Consideration Shares; (h) Seller Wachovia acknowledges that (1) the Equity Consideration Shares has not been registered under the provisions of the Securities Act and may not be transferred unless (A) subsequently registered thereunder, as provided for herein, or (B) the Seller shall have delivered to Buyer an opinion of counsel, reasonably satisfactory in form, scope and substance to Buyer, to the effect agrees that the Equity Consideration Warrants and Warrant Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; and (2) any sale of any security made are “restricted securities” as defined in reliance on Rule 144 promulgated under the Securities Act may be made only as in accordance with the terms effect from time to time and understands that neither Northstar Corp, nor any of said Rule and further, if said Rule is not applicable, any resale of that security under circumstances in which the sellerits affiliates, or any person acting on its behalf makes any representation as to the person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the Securities Act, may require compliance with some availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or the rules and regulations transfer of the SEC thereunderWarrants or Warrant Shares. (ivii) Seller Wachovia acknowledges and agrees that the stock certificates evidencing Warrants and the Equity Consideration Warrant Shares shall bear a restrictive legend are subject to the restrictions on transfer as set forth in substantially Section 7 of the following form (Warrants and a stop-transfer order may be placed against transfer thereof): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIREDagrees to comply with such restrictions.

Accredited Investor Representations. (a) The Seller, and each of their equity owners, is: (i) 3.23.1. USDATA is an “accredited investor” as that term is defined in within the meaning of Rule 501 of Regulation D of the General Rules and Regulations under Securities Act of 1933Act, as amended (presently in effect. USDATA is capable of evaluating the “Securities Act”), by reason of Rule 501(a)(3), merits and (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by Buyer or any of its Affiliates), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss risks of its investment in the Equity Purchaser and has the capacity to protect USDATA’s own interests. 3.23.2. USDATA is acquiring the Consideration Shares for investment for USDATA’s own account, not as a nominee or agent, and not with the view to, or for resale or distribution thereof. USDATA has no present intention of selling, granting any participation in, or otherwise distributing said Consideration Shares, except that in connection with the contemplated dissolution of USDATA, USDATA intends to distribute the Consideration Shares to its stockholders in compliance with all Applicable Laws. Events. No “bad actor” disqualification event is applicable USDATA understands that the Consideration Shares to the Seller for purposes of Rule 506 promulgated be purchased have not been, and will not be, registered under the Securities Act. (b) Seller is acquiring the Equity Consideration Shares for its own account for investment purposes only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof; (c) All subsequent offers and sales Act by reason of the Equity Consideration Shares by the Seller shall be made pursuant to registration under the Securities Act, or pursuant to an exemption from registration; (d) Seller understands that the Equity Consideration Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that Buyer is relying upon the truth and accuracy of, and the Seller’s compliance with, the representations, warranties, agreements, acknowledgements and understandings set forth herein in order to determine the availability of such exemptions and the eligibility of the Seller to acquire the Equity Consideration Shares; (e) Seller has been furnished with all materials relating to the business, finances and operations of Buyer and materials relating to the offer and sale of the Equity Consideration Shares which have been requested by the Seller. The Seller and its advisors, if any, have been afforded the opportunity to ask questions of Buyer and have received complete and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, the Seller has also had the opportunity to obtain and to review SG Blocks’ Current Reports on Form 8-K filed from January 1, 2020 up to the Closing Date, Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2020 and Annual Report on Form 10-K for the fiscal year ended December 31, 2019. (f) Seller understands that its investment in the Equity Consideration Shares involves a high degree of risk; (g) Seller understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Equity Consideration Shares; (h) Seller acknowledges that (1) the Equity Consideration Shares has not been registered under the provisions of the Securities Act Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and may the accuracy of USDATA’s representations as expressed herein. USDATA represents and undertakes that it does not be transferred unless (A) subsequently registered thereunderhave any contract, as provided for hereinundertaking, agreement or arrangement with any Person to sell, transfer, or (B) grant participation to any such Person, with respect to any Consideration Shares, however, it is contemplated that USDATA will distribute the Seller shall have delivered to Buyer an opinion of counsel, reasonably satisfactory in form, scope and substance to Buyer, to the effect that the Equity Consideration Shares to its stockholders in connection with the dissolution of USDATA. 3.23.3. USDATA acknowledges that the Consideration Shares are characterized as “restricted securities” under the U.S. federal securities laws and must be sold held indefinitely unless subsequently registered under the Securities Act or transferred may be sold or transferred pursuant to unless an exemption from such registration; and (2) any sale registration is available. USDATA is aware of any security made in reliance on the provisions of Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any which permits limited resale of that shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Purchaser, the resale occurring not less than one year after a party has purchased and paid for the security under circumstances in which the sellerto be sold, or the person through whom the sale is made, may be deemed to be an underwriter, as that term is used being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the Securities Act, may require compliance with some other exemption under the Securities Act or the rules and regulations number of the SEC thereundershares being sold during any three-month period not exceeding specified limitations. (i) Seller acknowledges and agrees that the stock certificates evidencing the Equity Consideration Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer thereof): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Accredited Investor Representations. (a) The Seller, and each of their equity owners, is: (i) Xxxxx is an “accredited investor” as that term is defined in within the meaning of Rule 501 of the General Rules and Regulations under Securities Act Regulation D of 1933, as amended (the “Securities Act”), by reason of Rule 501(a)(3), and (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by Buyer or any of its Affiliates), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Equity Consideration Shares. Events. No “bad actor” disqualification event is applicable to the Seller for purposes of Rule 506 promulgated under the Securities Act, as presently in effect. Xxxxx is capable of evaluating the merits and risks of his investment and has the capacity to protect his own interests. (b) Seller Xxxxx is acquiring the Equity Securities Consideration Shares for its own account for investment purposes only for his own account, not as a nominee or agent, and not with a the view towards the public sale to, or for resale or distribution thereof thereof. Xxxxx has no present intention of selling, granting any participation in, or otherwise distributing said Securities Consideration. Xxxxx understands that the Securities Consideration to be purchased have not been, and will not with a view to or for sale in connection with any distribution thereof; (c) All subsequent offers and sales of the Equity Consideration Shares by the Seller shall be made pursuant to registration be, registered under the Securities Act, or pursuant to an exemption from registration; (d) Seller understands that the Equity Consideration Shares are being offered and sold to it in reliance on Act by reason of specific exemptions from the registration requirements of United States federal and state securities laws and that Buyer is relying upon the truth and accuracy of, and the Seller’s compliance with, the representations, warranties, agreements, acknowledgements and understandings set forth herein in order to determine the availability of such exemptions and the eligibility of the Seller to acquire the Equity Consideration Shares; (e) Seller has been furnished with all materials relating to the business, finances and operations of Buyer and materials relating to the offer and sale of the Equity Consideration Shares which have been requested by the Seller. The Seller and its advisors, if any, have been afforded the opportunity to ask questions of Buyer and have received complete and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, the Seller has also had the opportunity to obtain and to review SG Blocks’ Current Reports on Form 8-K filed from January 1, 2020 up to the Closing Date, Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2020 and Annual Report on Form 10-K for the fiscal year ended December 31, 2019. (f) Seller understands that its investment in the Equity Consideration Shares involves a high degree of risk; (g) Seller understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Equity Consideration Shares; (h) Seller acknowledges that (1) the Equity Consideration Shares has not been registered under the provisions of the Securities Act Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and may the accuracy of Xxxxx’ representations as expressed herein. Xxxxx represents and undertakes that he does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer, or grant participation to any such Person, with respect to any Securities Consideration. (c) Xxxxx acknowledges that the Securities Consideration is characterized as “restricted securities” under the U.S. federal securities laws and must be transferred held indefinitely unless (A) subsequently registered thereunder, as provided for herein, under the Securities Act or (B) the Seller shall have delivered to Buyer an opinion of counsel, reasonably satisfactory in form, scope and substance to Buyer, to the effect that the Equity Consideration Shares to be sold or transferred may be sold or transferred pursuant to unless an exemption from such registration; and (2) any sale registration is available. Xxxxx is aware of any security made in reliance on the provisions of Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any which permits limited resale of that shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about Cimatron, the resale occurring not less than one year after a party has purchased and paid for the security under circumstances in which the sellerto be sold, or the person through whom the sale is made, may be deemed to be an underwriter, as that term is used being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the Securities Act, may require compliance with some other exemption under the Securities Act or the rules and regulations number of the SEC thereundershares being sold during any three-month period not exceeding specified limitations. (i) Seller acknowledges and agrees that the stock certificates evidencing the Equity Consideration Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer thereof): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Accredited Investor Representations. (a) The Seller, and each of their equity owners, is: (i) an “accredited investor” Purchaser understands that no federal or state agency has made any findings or determination as that term is defined in Rule 501 to the fairness of the General Rules and Regulations under Securities Act of 1933, as amended (the “Securities Act”), by reason of Rule 501(a)(3), and (ii) experienced in making investments offering of the kind described in this Agreement and the related documentsNote for investment, (iii) able, by reason or any recommendation or endorsement of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by Buyer or any of its Affiliates), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Equity Consideration Shares. Events. No “bad actor” disqualification event is applicable to the Seller for purposes of Rule 506 promulgated under the Securities ActSecurities. (b) Seller The Purchaser understands that there is no established market for any of the Securities and that there is no guarantee for any such future market. (c) The Purchaser is acquiring the Equity Consideration Shares Note (and any other Securities resulting therefrom) for its own account for investment purposes only and not with a view towards to the public sale resale or distribution thereof thereof. (d) The Purchaser is acquiring the Note without having relied upon any offering literature or prospectus and the Purchaser has such knowledge and experience in financial, business and tax matters that the Purchaser is capable of competently evaluating the merits and risks relating to the Purchaser's investment in the Note and making an investment decision with respect to the Company. (e) The Purchaser has fully reviewed and is familiar with all of the information in the SEC Reports, as defined below, and acknowledges that the Company has made available at a reasonable time prior to Purchaser's investment the opportunity to ask questions and receive answers concerning the terms and conditions of this Agreement and to obtain any additional information that the Company possesses or can acquire, without unreasonable effort or expense, that is necessary to evaluate an investment in the Company. (f) The Purchaser is aware that there are substantial risks attendant to the purchase of the Note. (g) The Purchaser has adequately analyzed the risks of the purchase of the Note and has determined that the Note is a suitable investment for the Purchaser and that the Purchaser is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the Company. (h) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Act as presently in effect and is purchasing the Securities for its own account and not with a view to or for sale in connection with any distribution thereof;toward public distribution. (ci) All subsequent offers and sales of the Equity Consideration Shares by the Seller shall be made pursuant to registration under the Securities Act, or pursuant to an exemption from registration; (d) Seller The Purchaser understands that the Equity Consideration Shares are Note is being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that Buyer the Company is relying upon the truth and accuracy of, and the Seller’s Purchaser's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Seller Purchaser to acquire the Equity Consideration Shares;Note. (ej) Seller has been furnished with The Purchaser shall use all materials relating to the business, finances and operations of Buyer and materials relating to the offer and sale of the Equity Consideration Shares which have been requested by the Seller. The Seller and its advisors, if any, have been afforded the opportunity to ask questions of Buyer and have received complete and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, the Seller has also had the opportunity reasonable efforts to obtain and furnish the information required to review SG Blocks’ Current Reports on Form 8-K filed from January 1, 2020 up to the Closing Date, Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2020 and Annual Report on Form 10-K for the fiscal year ended December 31, 2019. (f) Seller understands that its investment be included in the Equity Consideration Shares involves a high degree of risk; application (gthe "FINRA 1017 Application") Seller understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Equity Consideration Shares; (h) Seller acknowledges that (1) the Equity Consideration Shares has not been registered under the provisions of the Securities Act and may not be transferred unless (A) subsequently registered thereunder, as provided for herein, or (B) the Seller shall have delivered to Buyer an opinion of counsel, reasonably satisfactory in form, scope and substance to Buyer, to the effect that the Equity Consideration Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; and (2) any sale Rule 1017 of any security made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of that security under circumstances in which the seller, or the person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the Securities Act, may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunderFinancial Industry Regulatory Authority ("FINRA"). (i) Seller acknowledges and agrees that the stock certificates evidencing the Equity Consideration Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer thereof): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.