Common use of Holder Representations Clause in Contracts

Holder Representations. Holder hereby represents and warrants as of the Effective Date and as of the date of each issuance of Shares: (a) Holder acknowledges that the Shares will not have been registered under the Securities Act or under any state or other applicable securities Laws. Holder (i) acknowledges that it is acquiring the Shares pursuant to an exemption from registration under the Securities Act solely for investment and for Holder’s own account, not as nominee or agent, and with no present intention or view to distribute any of the Shares to any Person in violation of the Securities Act, (ii) will not sell or otherwise dispose of any of the Preferred Shares (as defined in the Investment Agreement) or the Conversion Shares (as defined in the Investment Agreement), except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable state securities Laws, (iii) is knowledgeable, sophisticated and experienced in financial and business matters, fully understands the limitations on transfer and the restrictions on sales of such Shares and is able to bear the economic risk of its investment and afford the complete loss of such investment, and (iv) is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Holder understands and acknowledges that (i) its representations and warranties contained herein are being relied upon by Issuer as a basis for availing itself of such exemption and other exemptions under the securities Laws of all applicable states and for other purposes, (ii) no U.S. state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the Shares or any recommendation or endorsement thereof, and (iii) the Shares are “restricted securities” under the Securities Act inasmuch as they are being acquired from Issuer in a transaction not involving a public offering and that under applicable securities Laws such Shares may be resold without registration under the Securities Act only in certain limited circumstances.

Holder Representations. The Company is issuing the Common Stock to Holder hereby represents and warrants as of in reliance upon the Effective Date and as of the date of each issuance of Sharesfollowing representations made by Holder: (a) a. Holder acknowledges and agrees that the Shares will not have been registered under the Securities Act or under any state or other applicable securities Laws. Holder (i) acknowledges that it is acquiring the Shares pursuant to an exemption from registration under the Securities Act solely for investment and for Holder’s own account, not shares of Common Stock are characterized as nominee or agent, and with no present intention or view to distribute any of the Shares to any Person in violation of the Securities Act, (ii) will not sell or otherwise dispose of any of the Preferred Shares (as defined in the Investment Agreement) or the Conversion Shares (as defined in the Investment Agreement), except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable state securities Laws, (iii) is knowledgeable, sophisticated and experienced in financial and business matters, fully understands the limitations on transfer and the restrictions on sales of such Shares and is able to bear the economic risk of its investment and afford the complete loss of such investment, and (iv) is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Holder understands and acknowledges that (i) its representations and warranties contained herein are being relied upon by Issuer as a basis for availing itself of such exemption and other exemptions under the securities Laws of all applicable states and for other purposes, (ii) no U.S. state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the Shares or any recommendation or endorsement thereof, and (iii) the Shares are “restricted securities” under the Securities Act inasmuch as they are being acquired from Issuer in a transaction and that, under the Securities Act and applicable regulations thereunder, such securities may not involving a public offering and that under applicable securities Laws such Shares may be resold resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Holder acknowledges and agrees that (i) the shares of Common Stock are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the shares of Common Stock have not yet been registered under the Securities Act, and (ii) such shares of Common Stock may be offered, resold, pledged or otherwise transferred only in certain limited circumstancesa transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction. b. Xxxxxx acknowledges and agrees that (i) the transfer agent for the shares of Common Stock will not be required to accept for registration of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with; and (ii) any shares of Common Stock in the form of definitive physical certificates will bear a restrictive legend. c. Xxxxxx acknowledges and agrees that: (i) the shares of Common Stock have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (ii) Holder is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (iii) Holder is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (iv) Holder has had the opportunity to obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (v) Holder is able to bear the economic risk and lack of liquidity inherent in holding the shares of Common Stock; (vi) Holder is an “accredited Holder” within the meaning of Rule 501(a) and (g) under the Securities Act; and (vii) Holder either has a preexisting personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of Holder’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Common Stock. d. Xxxxxx’x investment in the Company pursuant to this Common Stock is consistent, in both nature and amount, with Holder’s overall investment program and financial condition.

Holder Representations. The Holder hereby represents and warrants as of to the Effective Date and Issuer as of the date hereof and at the time of each issuance purchase of SharesOption Shares that: (a) The Holder acknowledges that the Shares will not have been registered under the Securities Act or under any state or other applicable securities Laws. Holder (i) acknowledges that it is acquiring the Option Shares pursuant for its own account and not with a view to an exemption from registration under or for distributing or reselling such Option Shares or any part thereof in violation of the U.S. Securities Act solely for investment and for Holder’s own accountof 1933, not as nominee amended (the “Securities Act”), or agentany applicable state securities law, and with has no present intention or view to distribute of distributing any of the such Option Shares to any Person in violation of the Securities Act, (ii) will not sell Act or otherwise dispose any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of any of the Preferred such Option Shares (as defined in the Investment Agreement) or the Conversion Shares (as defined in the Investment Agreement), except in compliance with the registration requirements or exemption provisions violation of the Securities Act and or any other applicable state securities Laws, law. (iiib) is knowledgeable, sophisticated and experienced in financial and business matters, fully understands the limitations on transfer and the restrictions on sales of such Shares and is able to bear the economic risk of its investment and afford the complete loss of such investment, and (iv) The Holder is an “accredited investor” (as such that term is defined in Rule 501(a501(a)(3) of Regulation D promulgated under the Securities Act). (bc) The Holder understands that the Option Shares may be offered and acknowledges sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Issuer is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Option Shares. (d) The Holder understands that its investment in the Option Shares involves a high degree of risk. The Holder (i) its representations and warranties contained herein are being relied upon by Issuer as is able to bear the economic risk of an investment in the Option Shares including a basis for availing itself of such exemption and other exemptions under the securities Laws of all applicable states and for other purposestotal loss thereof, (ii) no U.S. state or federal agency has made any finding or determination as to such knowledge and experience in financial and business matters that it is capable of evaluating the fairness merits and risks of the terms of proposed investment in the sale of the Option Shares or any recommendation or endorsement thereof, and (iii) has had an opportunity to ask questions of and receive answers from the Shares are “restricted securities” under officers of the Securities Act inasmuch Issuer concerning the financial condition and business of the Issuer and other matters related to an investment in the Option Shares. The Holder has sought such accounting, legal and tax advice as they are being acquired from Issuer in a transaction not involving a public offering and that under applicable securities Laws such Shares may be resold without registration under it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities Act only in certain limited circumstancesOption Shares.

Holder Representations. In connection with the issuance of the this Warrant, the Holder hereby represents and warrants to the Company as of the Effective Date and as of the date of each issuance of Sharesfollows: (a) Holder acknowledges that The Warrant Stock to be received upon the Shares exercise of the Warrant will not have been registered under the Securities Act or under any state or other applicable securities Laws. Holder (i) acknowledges that it is acquiring the Shares pursuant to an exemption from registration under the Securities Act solely be acquired for investment and for Holder’s own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling, granting participation in or view otherwise distributing the same, but subject, nevertheless, to distribute any requirement of law that the disposition of its property shall at all times be within its control. By executing this statement, the Holder further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any Warrant Stock issuable upon exercise of the Shares to any Person in violation Warrant. (b) The Holder understands that the Warrant Stock issuable upon exercise of the Warrant at the time of issuance may not be registered under the Securities ActAct of 1933, (iias amended, and applicable state securities laws, on the ground that the issuance of such securities is exempt pursuant to Section 4(2) will not sell or otherwise dispose of any of the Preferred Shares (as defined in the Investment Agreement) or the Conversion Shares (as defined in the Investment Agreement), except in compliance with the registration requirements or exemption provisions of the Securities Act and state law exemptions relating to offers and sales not by means of a public offering, and that the Company’s reliance on such exemptions is predicated on the Holder’s representations set forth herein. (c) The Holder agrees that in no event will it make a disposition of any other Warrant Stock (or any securities issued upon conversion thereof), acquired upon the exercise of the Warrant, unless and until (i) it shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (ii) it shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that (A) appropriate action necessary for compliance with the Securities Act and any applicable state securities Lawslaws has been taken or an exemption from the registration requirements of the Securities Act and such laws is available, and (iiiB) the proposed transfer will not violate any of said laws. (d) The Holder acknowledges that an investment in the Company is knowledgeablehighly speculative and represents that it is able to fend for itself in the transactions contemplated by this statement, sophisticated has such knowledge and experienced experience in financial and business mattersmatters as to be capable of evaluating the merits and risks of its investments, fully understands and has the limitations on transfer and the restrictions on sales of such Shares and is able ability to bear the economic risks (including the risk of a total loss) of its investment investment. The Holder represents that it has had the opportunity to ask questions of the Company concerning the Company’s business and afford assets and to obtain any additional information which it considered necessary to verify the complete loss accuracy of such investmentor to amplify the Company’s disclosures, and has had all questions which have been asked by it satisfactorily answered by the Company. (ive) The Holder acknowledges that the Warrant Stock issuable upon exercise of the Warrant must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is an “accredited investor” (as such term available. The Holder is defined in aware of the provisions of Rule 501(a) of Regulation D 144 promulgated under the Securities Act). (b) Holder understands and acknowledges that (i) its representations and warranties contained herein are being relied upon by Issuer as Act which permit limited resale of shares purchased in a basis for availing itself of such exemption and other exemptions under the securities Laws of all applicable states and for other purposes, (ii) no U.S. state or federal agency has made any finding or determination as private placement subject to the fairness 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 Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold from the Company or any affiliate of the terms of Company, the sale being through a “broker’s transaction” or in transactions directly with a “market maker” (as provided by Rule 144(f)) and the number of the Shares or shares being sold during any recommendation or endorsement thereof, and (iii) the Shares are “restricted securities” under the Securities Act inasmuch as they are being acquired from Issuer in a transaction three month period not involving a public offering and that under applicable securities Laws such Shares may be resold without registration under the Securities Act only in certain limited circumstancesexceeding specified limitations.

Holder Representations. Holder hereby represents and warrants as of the Effective Date and as of the date of each issuance of Shares: (a) The Holder acknowledges understands that the Warrant and the Shares will issuable upon exercise thereof (collectively, the “Securities”) have not have been registered under the Securities Act or under any state or other applicable on the grounds that the issuance of securities Laws. Holder (i) acknowledges that it hereunder is acquiring the Shares pursuant to an exemption exempt from registration under the Securities Act solely for investment Act, and for that the Company’s reliance on such exemption is predicated in part on the Holder’s own account, not as nominee or agent, and with no present intention or view to distribute any of the Shares to any Person in violation of the Securities Act, representations set forth herein. (iib) will not sell or otherwise dispose of any of the Preferred Shares The Holder (as defined in the Investment Agreement) or the Conversion Shares (as defined in the Investment Agreement), except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable state securities Laws, (iii) is knowledgeable, sophisticated and experienced in financial and business matters, fully understands the limitations on transfer and the restrictions on sales of such Shares and is able to bear the economic risk of its investment and afford the complete loss of such investment, and (ivi) is an “accredited investor” (as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act). (b) Holder understands and acknowledges that (i) its representations and warranties contained herein are being relied upon by Issuer as a basis for availing itself of such exemption and other exemptions under the securities Laws of all applicable states and for other purposes, (ii) no U.S. state or federal agency has made any finding or determination as its financial situation is such that it can afford to bear the fairness economic risk of holding the terms Securities purchased by it for an indefinite period of time and suffer a complete loss of its investment in the sale of the Shares or any recommendation or endorsement thereof, and Securities; (iii) its knowledge and experience in financial and business matters, and in particular the Shares evaluation of early stage companies such as the Company, are “restricted securities” under such that it is capable of evaluating the merits and risks of its purchase of the Securities; and (iv) it understands that the Company has no or a limited financial or operating history, the Securities Act inasmuch as they are being acquired a speculative investment which involves a high degree of financial risk, and there is no assurance of any economic, income or tax benefit from Issuer in a transaction such investment. (c) The Holder understands that the Securities may not involving a public offering and that under applicable securities Laws such Shares may be resold sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the Securities Act, the Securities must be held indefinitely. In particular, the Holder is aware that the Securities may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 is the availability of current information to the public about the Company. Such information is not now available, the Company has no present plans to make such information available and such information may never be available. The Holder represents that, in the absence of an effective registration statement covering the Securities it will sell, transfer, or otherwise dispose of the Securities only in a manner consistent with its representations set forth herein and then only in accordance with the provisions of hereof and the Bylaws of the Company, as the same may be amended from time to time. (d) The Holder understands that each instrument and certificate representing the Securities will be endorsed with a legend concerning certain limited circumstancesrestrictions on the transfer thereof under federal and state securities laws. (e) The Holder understands that no public market now exists for any of the securities issued by the Company and that there is no assurance that a public market will ever exist for any of the Securities. (f) No consent, approval or authorization of or designation, declaration or filing with any state, federal, or foreign governmental authority on the part of the Holder because of any special characteristic of such Holder is required in connection with the valid execution and delivery of this Agreement by the Holder, and the consummation by the Holder of the transactions contemplated hereby. (g) The Company has not provided any tax advice with respect to this Warrant or the disposition of the Shares. The Holder has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this Warrant and the taxation implications of the issuance, exercise, assignment, release, cancellation or any other disposal of this Warrant (each, a “Trigger Event”) and on any subsequent sale or disposition of the Shares. With respect to such matters, the Holder relies solely on such advisors and not on any statements or representations of the Company or any of its agents or representatives. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Holder also is responsible for obtaining independent advice in respect of the taxation indemnity provisions under Section 8 below.