Common use of Employee’s Representations Clause in Contracts

Employee’s Representations. In connection with the issuance and acquisition of the Shares, the Employee hereby represents and warrants to the Company as follows: 3.1.1. The Employee is acquiring and will hold the Shares for investment for his account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933 (the "Securities Act"). 3.1.2. The Employee understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act, or the Employee obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Employee further acknowledges and understands that the Company is under no obligation to register the Shares. 3.1.3. The Employee is aware of the adoption of Rule 144 of the Securities and Exchange Commission under the Securities Act, which permits limited public resales of the securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. 3.1.4. The Employee has been furnished with, and has had access to, such information as he considers necessary or appropriate for deciding whether to invest in the Shares, and has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares. 3.1.5. The Employee is aware that his investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Employee is able, without impairing his financial condition to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his investment in the Purchased Shares.

Employee’s Representations. In connection with the issuance and acquisition of the Shares, the Employee hereby represents and warrants to the Company as follows: 3.1.1. The Employee is acquiring and will hold the Shares for investment for his account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act of 1933 (the "“Securities Act"”). 3.1.2. The Employee understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act, or the Employee obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Employee further acknowledges and understands that the Company is under no obligation to register the Shares. 3.1.3. The Employee is aware of the adoption of Rule 144 of the Securities and Exchange Commission under the Securities Act, which permits limited public resales of the securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. 3.1.4. The Employee has been furnished with, and has had access to, such information as he considers necessary or appropriate for deciding whether to invest in the Shares, and has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares. 3.1.5. The Employee is aware that his investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Employee is able, without impairing his financial condition to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his investment in the Purchased Shares.

Employee’s Representations. In connection with the issuance and acquisition of the Shares, the Employee Employee, individually, and on behalf of the Trust, hereby represents and warrants to the Company as follows: 3.1.1. The Employee is acquiring and will hold the Shares for investment for his the Trust’s account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act of 1933 (the "“Securities Act"”). 3.1.2. The Employee understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act, or the Employee obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Employee further acknowledges and understands that the Company is under no obligation to register the Shares. 3.1.3. The Employee is aware of the adoption of Rule 144 of the Securities and Exchange Commission under the Securities Act, which permits limited public resales of the securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. 3.1.4. The Employee has been furnished with, and has had access to, such information as he considers necessary or appropriate for deciding whether to invest in the Shares, and has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares. 3.1.5. The Employee is aware that his investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Employee is able, without impairing his financial condition to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his investment in the Purchased Shares.

Employee’s Representations. In connection with Fresh2 is issuing the issuance and acquisition of Conversion Shares to Employee in reliance upon the Sharesfollowing representations made by Employee: (a) At the time the Employee was issued the Securities, the Employee hereby represents (A) is not a U.S. Person (as defined in this Agreement); and warrants (B) will notify Fresh2 immediately if the Employee becomes a U.S. Person at any time during which the Employee holds or owns any Securities. The Employee’s financial condition is such that he is able to bear the Company as follows: 3.1.1risk of holding the Conversion Shares for an indefinite period of time and the risk of loss of his entire investment. The Employee has such knowledge and experience in business and financial matters so as to enable it to understand the risks of and form an investment decision with respect to his investment in the Conversion Shares. (b) Except for offers and sales to discretionary or similar accounts held for the benefit or account of a non-U.S. person by a U.S. dealer or other professional fiduciary, all issuance of the Conversion Shares were made to the Employee while the Employee was outside the United States. (c) Employee is acquiring and will hold the Conversion Shares for investment for his its own account only and not with a the view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933 (the "Securities Act"). 3.1.2distribution thereof. The Employee understands and acknowledges that the Conversion Shares have not been registered under the Securities Act or any state securities laws, by reason of a specific exemption therefrom from the registration provisions of the Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent and other representations of Employee as expressed herein. Employee further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Conversion Shares. (d) The Employee acknowledges that he has been provided with information regarding the business, operations and financial condition of Fresh2 and has, prior to the date hereof, been granted the opportunity to ask questions of and receive answers from representatives of Fresh2, its officers, directors, employees and agents concerning Fresh2 in order for the Employee to make an informed decision with respect to his investment in the Conversion Shares. The Employee has sought such accounting, legal and tax advice as well as language translation since this agreement is written in English as he deems appropriate in connection with his proposed investment in the Conversion Shares. (e) The Employee understands that the Conversion Shares are being offered and sold to him in reliance upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that Fresh2 is relying upon the truth and accuracy of the representations and warranties of the Employee set forth in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Employee to acquire the Conversion Shares. The Conversion Shares must be held indefinitely, unless they are subsequently registered offered and sold outside the United States under the exemption provided by Regulation S promulgated under the Securities Act, or and other exemptions of similar import in the Employee obtains an opinion laws of counselforeign jurisdictions where the offering is made. For purposes hereof, “United States” and “U.S. Person” shall have the meaning set forth in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Employee further acknowledges and understands that the Company is under no obligation to register the Shares. 3.1.3. The Employee is aware of the adoption of Rule 144 of the Securities and Exchange Commission Regulation S under the Securities Act, which permits limited public resales of the securities acquired in a non-public offering, subject to the satisfaction of certain conditions. . (f) The Employee acknowledges and understands that has, in connection with the conditions for resale Employee’s decision to purchase the Conversion Shares, not relied upon any representations or other information (whether oral or written) other than as set forth in Rule 144 have not been satisfied the representations and that the Company has no plans to satisfy these conditions warranties of Fresh2 contained herein and in the foreseeable futureSEC Reports, and the Employee has, with respect to all matters relating to this Agreement and the offer and sale of the Conversion Shares, relied solely upon the advice of the Employee’s own counsel and has not relied upon or consulted counsel of Fresh2. 3.1.4. The (g) Employee (i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of Fresh2; (ii) has received or has been furnished withprovided access to all material information concerning an investment in Fresh2; and (iii) has been given the opportunity to obtain any additional information or documents from, and has had access to, such information as he considers necessary or appropriate for deciding whether to invest in the Shares, and has had an opportunity to ask questions and receive answers from of, the Company regarding the terms officers, directors and conditions representatives of the issuance of Fresh2 to the extent necessary to evaluate the merits and risks related to an investment in the Fresh2 represented by the Conversion Shares. 3.1.5. The (h) All action on the part of Employee, and its officers, directors and partners, if applicable, necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of Employee is aware that his investment hereunder and thereunder has been taken, and this Agreement, assuming due execution by the parties hereto, constitutes valid and legally binding obligations of Employee, enforceable in accordance with its terms, subject to: (i) judicial principles limiting the Company is a speculative investment that has limited liquidity availability of specific performance, injunctive relief, and is subject other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to the risk of complete loss. The Employee is able, without impairing his financial condition to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his investment in the Purchased Sharesor affecting creditors’ rights.

Employee’s Representations. In connection with the issuance and acquisition of the Shares, the Employee hereby represents and warrants to the Company as follows: 3.1.1. The Employee is acquiring and will hold the Shares for investment for his her account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act of 1933 (the "“Securities Act"”). 3.1.2. The Employee understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act, or the Employee obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Employee further acknowledges and understands that the Company is under no obligation to register the Shares. 3.1.3. The Employee is aware of the adoption of Rule 144 of the Securities and Exchange Commission under the Securities Act, which permits limited public resales of the securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. 3.1.4. The Employee has been furnished with, and has had access to, such information as he she considers necessary or appropriate for deciding whether to invest in the Shares, and has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares. 3.1.5. The Employee is aware that his her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Employee is able, without impairing his her financial condition to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his her investment in the Purchased Shares.

Employee’s Representations. In connection with the issuance and acquisition of the Shares, the Employee hereby represents and warrants to the Company as follows: 3.1.1. The Employee is acquiring and will hold the Shares for investment for his account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933 (the "Securities Act"). 3.1.2. The Employee understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act, or the Employee obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Employee further acknowledges and understands that the Company is under no obligation to register the Shares. 3.1.3. The Employee is aware of the adoption of Rule 144 of the Securities and Exchange Commission under the Securities Act, which permits limited public resales re-sales of the securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. 3.1.4. The Employee has been furnished with, and has had access to, such information as he considers necessary or appropriate for deciding whether to invest in the Shares, and has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares. 3.1.5. The Employee is aware that his investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Employee is able, without impairing his financial condition to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his investment in the Purchased Shares.

Employee’s Representations. In connection with the issuance and acquisition of the Shares, the Employee hereby represents and warrants to the Company as follows: 3.1.1. The Employee is acquiring and will hold the Shares for investment for his her account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933 (the "Securities Act"). 3.1.2. The Employee understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act, or the Employee obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Employee further acknowledges and understands that the Company is under no obligation to register the Shares. 3.1.3. The Employee is aware of the adoption of Rule 144 of the Securities and Exchange Commission under the Securities Act, which permits limited public resales of the securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. 3.1.4. The Employee has been furnished with, and has had access to, such information as he she considers necessary or appropriate for deciding whether to invest in the Shares, and has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares. 3.1.5. The Employee is aware that his her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Employee is able, without impairing his her financial condition to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his her investment in the Purchased Shares.