Common use of Experience and Knowledge Clause in Contracts

Experience and Knowledge. (i) The Warrantholder acknowledges and agrees that it has sufficient knowledge and experience in financial and business matters, and that it has had full opportunity to ask questions and receive sufficient and satisfactory answers from the representatives of the Company to evaluate the merits and risks of the transactions contemplated by this Agreement. (ii) The Warrantholder has had full opportunity to obtain additional information, documents, records and books related to the Company and its financial condition and prospects, and based thereon, has formed an independent judgment concerning the operations of the Company and its business. (iii) The Warrantholder has read this Agreement carefully, has been afforded sufficient time to understand the terms and effects of this Agreement, and is voluntarily entering into and executing this Agreement. Neither the Warrantholder nor its agents or representatives have made any representations inconsistent with the terms and effects of this Agreement. (iv) The Warrantholder represents that the Company may have possession of material, non-public information concerning the Warrants, Common Shares and/or the Company that the Warrantholder does not possess or have access to (the “Excluded Information”), and as a consequence, there may exist a disparity of information between the Company and the Warrantholder with respect to the Warrants, Common Shares and/or the Company. The Warrantholder acknowledges that the Excluded Information could be indicative of a value of the Warrants that is higher than the Repurchase Price or could otherwise be adverse to the Warrantholder and such Excluded Information may be material to Warrantholder’s decision to sell the Warrants. (v) The Warrantholder represents that it has not requested the Excluded Information and agrees that the Company shall not be obligated to disclose any Excluded Information to the Warrantholder or have any liability with respect to any such non-disclosure.

Experience and Knowledge. Such Seller acknowledges and agrees that: (i) The Warrantholder acknowledges and agrees that it such Seller has sufficient extensive knowledge and experience in financial and business matters, and that ; (ii) such Seller has had access to all information as to the Company as it has had full opportunity to ask questions desired; (iii) such Seller has made its own inquiry and receive investigation into, and, based thereon, has formed an independent judgment concerning, the operations of the Company and its business; (iv) such Seller has received sufficient and satisfactory answers from the representatives of to all questions posed to the Company to evaluate the merits and risks of the transactions contemplated by this Agreement. ; (iiv) The Warrantholder has had full opportunity if the Company were to obtain additional informationmake changes to its current business plan, documents, records and books related such changes would be expected to have a material positive effect on the future value of both the Company and its financial condition and prospects, and based thereon, has formed an independent judgment concerning the operations of the Company and its business. Shares; (iiivi) The Warrantholder has read this Agreement carefully, such Seller has been afforded sufficient time to understand advised that Buyer or others may take various actions including actions which could result in the terms Shares greatly increasing in value and effects of that by executing this Agreement, and such Seller expressly waives any and all right to participate in any way in any such increase in value of the Shares or any other securities of the Company; (vii) at present there is voluntarily entering into a very limited public market for the Shares; (viii) the purchase and executing this Agreement. Neither sale of the Warrantholder nor Shares as contemplated hereunder is taking place in a private transaction in an arm’s-length commercial transaction between Seller, on the one hand, and Buyer on the other, at a price negotiated and agreed to by Seller as the best possible current price for the Shares; (ix) such Seller is solely responsible for making its agents own judgments in connection with the Agreement (irrespective of whether the Company, its executive officers, auditors, or other representatives have made any representations inconsistent with the terms and effects of this Agreement. (iv) The Warrantholder represents that advised or are currently advising the Company may have possession or such Seller on related or other matters); (x) such Seller will not claim that Buyer has rendered advisory services of materialany nature or respect, non-public information concerning or owe an agency, fiduciary or similar duty to such Seller, in connection with such transaction or the Warrantsprocess leading thereto; and (xi) such Seller has no knowledge of material facts about the operations, Common Shares and/or affairs, condition or prospects of the business or the financial condition of the Company that has not been disclosed to Buyer, including, without limitation, the Warrantholder does not possess or have access Company’s limited operations; its audited and unaudited financial statements and opinions of Company’s auditors as to (the “Excluded Information”), and status of the Company as a consequence, there may exist a disparity of information between the Company and the Warrantholder with respect to the Warrants, Common Shares and/or the Company. The Warrantholder acknowledges that the Excluded Information could be indicative of a value of the Warrants that is higher than the Repurchase Price or could otherwise be adverse to the Warrantholder and such Excluded Information may be material to Warrantholder’s decision to sell the Warrantsgoing concern. (v) The Warrantholder represents that it has not requested the Excluded Information and agrees that the Company shall not be obligated to disclose any Excluded Information to the Warrantholder or have any liability with respect to any such non-disclosure.

Experience and Knowledge. (i) The Warrantholder Shareholder acknowledges and agrees that it has sufficient knowledge and experience in financial and business matters, and that it has had full opportunity to ask questions and receive sufficient and satisfactory answers from the representatives of the Company to evaluate the merits and risks of the transactions contemplated by this Agreement. (ii) The Warrantholder Shareholder has had full opportunity to obtain additional information, documents, records and books related to the Company and its financial condition and prospects, and based thereon, has formed an independent judgment concerning the operations of the Company and its business. (iii) The Warrantholder Shareholder has read this Agreement carefully, has been afforded sufficient time to understand the terms and effects of this Agreement, and is voluntarily entering into and executing this Agreement. Neither the Warrantholder Shareholder nor its agents or representatives have made any representations inconsistent with the terms and effects of this Agreement. (iv) The Warrantholder Shareholder represents that the Company may have possession of material, non-public information concerning the Warrants, Common Shares and/or the Company that the Warrantholder Shareholder does not possess or have access to (the “Excluded Information”), and as a consequence, there may exist a disparity of information between the Company and the Warrantholder Shareholder with respect to the Warrants, Common Shares and/or the Company. The Warrantholder Shareholder acknowledges that the Excluded Information could be indicative of a value of the Warrants Common Shares that is higher than the Repurchase Price or could otherwise be adverse to the Warrantholder Shareholder and such Excluded Information may be material to WarrantholderShareholder’s decision to sell the WarrantsCommon Shares. (v) The Warrantholder Shareholder represents that it has not requested the Excluded Information and agrees that the Company shall not be obligated to disclose any Excluded Information to the Warrantholder Shareholder or have any liability with respect to any such non-disclosure.