Common use of Investment Matters Clause in Contracts

Investment Matters. (a) The Purchase Shares are being sold to the Purchaser in reliance upon an exemption from the registration requirements of the Securities Act and are not registered under the Securities Act. (b) The Purchaser is not a U.S. person (as such term is defined in Regulation S under the Securities Act (“Regulation S”)) and is located outside the United States. (c) The Purchaser is not acquiring the Purchase Shares with a view to the resale, distribution or other disposition thereof to a U.S. person in violation of the registration requirements of any securities laws, including the U.S. securities laws. (d) The Purchaser has not entered into any contractual arrangement with any distributor (as such term is defined in Regulation S) with respect to the distribution of the Purchase Shares to a U.S. person. (e) The Purchaser hereby acknowledges that (i) the Company is subject to the Securities Act, the U.S. Securities Exchange Act of 1934, as amended, and (ii) the Company is therefore required to publish certain business and financial information in accordance with such laws as well as the rules and practices of such exchanges (the “Exchange Information”), which includes, among other things, a description of the Company’s principal activities and balance sheet, income statement and cash flow statement and any information relating to the Company and its Subsidiaries which is necessary to enable the holders of the shares of capital stock of the Company and the public to appraise the position of the Company and its Subsidiaries, and that it is able to obtain or access the Exchange Information without undue difficulty; (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Purchase Shares and (iv) it has made its own investment decision regarding the Purchase Shares based on its own knowledge (and information it may have or which is publicly available) with respect to the Purchase Shares and the Company.

Investment Matters. (a) The Purchase Subject Shares are being sold to the Purchaser in reliance upon an exemption from the registration requirements of the Securities Act and are not registered under the Securities Act. (b) The Purchaser is not a U.S. person (as such term is defined in Regulation S under the Securities Act (“Regulation S”)) and is located outside the United States. (c) The Purchaser is not acquiring the Purchase Subject Shares with a view to the resale, distribution or other disposition thereof to a U.S. person in violation of the registration requirements of any securities laws, including the U.S. securities laws. (d) The Purchaser has not entered into any contractual arrangement with any distributor (as such term is defined in Regulation S) with respect to the distribution of the Purchase Subject Shares to a U.S. person. (e) The Purchaser hereby acknowledges that (i) the Company is subject to the Securities Act, the U.S. Securities Exchange Act of 1934, as amended, and (ii) the Company is therefore required to publish certain business and financial information in accordance with such laws as well as the rules and practices of such exchanges (the “Exchange Information”), which includes, among other things, a description of the Company’s principal activities and balance sheet, income statement and cash flow statement and any information relating to the Company and its Subsidiaries which is necessary to enable the holders of the shares of capital stock of the Company and the public to appraise the position of the Company and its Subsidiaries, and that it is able to obtain or access the Exchange Information without undue difficulty; (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Purchase Subject Shares and (iv) it has made its own investment decision regarding the Purchase Subject Shares based on its own knowledge (and information it may have or which is publicly available) with respect to the Purchase Subject Shares and the Company. (f) The Purchaser is not purchasing the Subject Shares as a result of any advertisement, article, notice or other communication regarding the Subject Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

Investment Matters. In connection with the Shares issued under Section 1.4(a)(ii), the Company and the Members further represent and warrant as follows: (a) The Purchase Company has received and reviewed all information that the Company considers necessary or appropriate for deciding whether to acquire the Shares. The Company has had an opportunity to ask questions and receive answers from the Buyer regarding the terms and conditions of the Company’s acquisition of the Shares are being sold and regarding the business, financial affairs, and other aspects of the Buyer and its parent company and has further had the opportunity to obtain all information (to the Purchaser extent the Buyer possesses or can acquire such information without unreasonable effort or expense) which it deems necessary to evaluate the investment and to verify the accuracy of information otherwise provided to the Company. (b) The Company has carefully reviewed and understands the risks of, and other considerations relating to, the acquisition of the Shares. (c) The Company is acquiring the Shares for investment for the Company’s own account, not as a nominee or agent, and not with the view to, or for resale in reliance upon an exemption from connection with, any distribution thereof, within the registration requirements meaning of the Securities Act and are not registered of 1933, as amended (the “Securities Act”), or applicable state law, except as permitted under the Securities Act. (bd) The Purchaser is not a U.S. person (as such term is defined in Regulation S Company acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act (“Regulation S”)) and applicable state laws or unless an exemption from such registration is located outside the United States. (c) The Purchaser is not acquiring the Purchase Shares with a view to the resale, distribution or other disposition thereof to a U.S. person in violation of the registration requirements of any securities laws, including the U.S. securities laws. (d) The Purchaser has not entered into any contractual arrangement with any distributor (as such term is defined in Regulation S) with respect to the distribution of the Purchase Shares to a U.S. personavailable. (e) The Purchaser hereby acknowledges that (i) By reason of its business or financial experience, the Company is subject to the Securities Act, the U.S. Securities Exchange Act of 1934, as amended, and (ii) the Company is therefore required to publish certain business and financial information in accordance with such laws as well as the rules and practices of such exchanges (the “Exchange Information”), which includes, among other things, a description of the Company’s principal activities and balance sheet, income statement and cash flow statement and any information relating to the Company and its Subsidiaries which is necessary to enable the holders of the shares of capital stock of the Company and the public to appraise the position of the Company and its Subsidiaries, and that it is able to obtain or access the Exchange Information without undue difficulty; (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of this investment and risks of the prospective investment in the Purchase Shares and (iv) it has made protecting its own investment decision regarding interests in connection with this investment. (f) The Buyer is under no obligation to register or qualify the Purchase Shares based on common stock under the Securities Act or under any state securities law, or to assist the Company in complying with any exemption from registration and qualification, except for complying with the current public information requirements of Rule 144(c), as then in effect, promulgated under the Securities Act. The Buyer also agrees that it will cause its own knowledge (and information it may have legal counsel to deliver any required legal opinions or which is publicly available) with respect instructions to the Purchase transfer agent to permit the Company to sell the Shares and the Companyunder Rule 144.

Investment Matters. (a) The Purchase Shares are being sold to the each Purchaser in reliance upon an exemption from the registration requirements of the Securities Act and are not registered under the Securities Act. (b) The Purchaser None of the Purchasers is not a U.S. person (as such term is defined in Regulation S under the Securities Act (“Regulation S”)) and is located outside the United States. (c) The Purchaser None of the Purchasers is not acquiring the Purchase Shares with a view to the resale, distribution or other disposition thereof to a U.S. person in violation of the registration requirements of any securities laws, including the U.S. securities laws. (d) The Purchaser None of the Purchasers has not entered into any contractual arrangement with any distributor (as such term is defined in Regulation S) with respect to the distribution of the Purchase Shares to a U.S. person. (e) The Each Purchaser hereby acknowledges that (i) the Company is subject to the Securities Act, the U.S. Securities Exchange Act of 1934, as amended, and (ii) the Company is therefore required to publish certain business and financial information in accordance with such laws as well as the rules and practices of such exchanges (the “Exchange Information”), which includes, among other things, a description of the Company’s principal activities and balance sheet, income statement and cash flow statement and any information relating to the Company and its Subsidiaries which is necessary to enable the holders of the shares of capital stock of the Company and the public to appraise the position of the Company and its Subsidiaries, and that it is able to obtain or access the Exchange Information without undue difficulty; (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Purchase Shares and (iv) it has made its own investment decision regarding the Purchase Shares based on its own knowledge (and information it may have or which is publicly available) with respect to the Purchase Shares and the Company.

Investment Matters. (a) The Purchase Shares are being sold to Such Purchaser is, and was at the time such Purchaser in reliance upon was offered the Preferred Shares, (i) a qualified institutional buyer, (ii) an exemption from the registration requirements of the Securities Act and are not registered under the Securities Act. (b) The Purchaser is not a U.S. person institutional accredited investor (as such term is defined in Rule 501(a)(1), (2), (3), (7) or (8) of Regulation S under the Securities Act D) or (“Regulation S”)iii) and is located outside the United States. (c) The Purchaser is not acquiring the Purchase Shares with a view to the resale, distribution or other disposition thereof to a non-U.S. person in violation of the registration requirements of any securities laws, including the U.S. securities laws. (d) The Purchaser has not entered into any contractual arrangement with any distributor Person (as such term is defined in Regulation S) and will not acquire the Preferred Shares for the account or benefit of any U.S. Person (as such term is defined in Regulation S). (b) Such Purchaser is acquiring the Preferred Shares for its own account, for investment purposes only and not with respect a view to any distribution thereof that would not otherwise comply with the distribution Securities Act. (c) Such Purchaser understands that (i) the Preferred Shares have not been registered under the Securities Act and the Preferred Shares are being issued by the Company in transactions exempt from the registration requirements of the Purchase Securities Act and (ii) all or any part of the Preferred Shares may not be offered or sold, except pursuant to a U.S. personeffective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable state Laws. (d) Such Purchaser understands that the exemption from registration afforded by Rule 144 promulgated under the Securities Act (“Rule 144”) (the provisions of which are known to such Purchaser) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (e) The Except as previously disclosed to the Company or its Affiliate, no portion of the funds or assets that will be used by such Purchaser hereby acknowledges that to pay its respective portion of the Purchase Price or to acquire or hold the Preferred Shares, constitute or will constitute the assets of any (i) the Company is employee benefit plan subject to Title I of ERISA, (ii) plan described in and subject to Section 4975 of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended, Code (each such employee benefit plan and plan described in clauses (i) and (ii) referred to herein as an “ERISA Plan”), (iii) plan, account or other arrangement subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code that could cause the underlying assets of the Company is therefore required to publish certain be treated as assets of such plan, account or arrangement (a “Similar Law Plan”) or (iv) entity whose underlying assets are deemed to include “plan assets” of any such ERISA Plan or Similar Law Plan pursuant to Section 3(42) of ERISA and any regulations that may be promulgated thereunder or otherwise. (f) Such Purchaser (i) is, and for so long as it holds any Preferred Shares, will be, a “venture capital operating company” or wholly owned by a “venture capital operating company” or (ii) does not have, and for so long as it holds any Preferred Shares, will not have, “significant equity participation” by benefit plan investors. The term “venture capital operating company” has the meaning assigned to such term in the Department of Labor Regulation Section 2510.3-101. (g) Such Purchaser has such knowledge, sophistication and experience in business and financial information in accordance with such laws matters so as well as the rules and practices of such exchanges (the “Exchange Information”), which includes, among other things, a description of the Company’s principal activities and balance sheet, income statement and cash flow statement and any information relating to the Company and its Subsidiaries which is necessary to enable the holders of the shares of capital stock of the Company and the public to appraise the position of the Company and its Subsidiaries, and that it is able to obtain or access the Exchange Information without undue difficulty; (iii) it has such knowledge and experience in financial and business matters that it is be capable of evaluating the merits and risks of the prospective investment in the Purchase Preferred Shares and has so evaluated the merits and risks of such investment. Such Purchaser understands that it must bear the economic risk of its investment in the Preferred Shares indefinitely and is able to bear such risk and is able to afford a complete loss of such investment. (ivh) Such Purchaser acknowledges that it has made its own reviewed all materials such Purchaser deemed necessary for the purpose of making an investment decision regarding the Purchase Shares based on its own knowledge (and information it may have or which is publicly available) with respect to the Purchase Preferred Shares, including information regarding the Transactions, and such Purchaser has evaluated the risks of investing in the Preferred Shares and understands there are substantial risks of loss incidental to the Companyinvestment and has determined that it is a suitable investment for such Purchaser.