Common use of Investment Related Representations and Warranties Clause in Contracts

Investment Related Representations and Warranties. (A) Such Holder is acquiring the Common Shares for his own account, for investment and not with a view to the distribution thereof or any interest therein in violation of the Securities Act or applicable securities Laws. (B) Such Holder understands that (1) the Common Shares have not been registered under the Securities Act or under any state securities Laws, and are being offered and sold in reliance under federal and state exemptions for transactions not involving a public offering and (2) the Common Shares must be held by such Holder indefinitely unless a subsequent Transfer thereof is registered under the Securities Act and applicable Law or is exempt from such registration. (C) Such Holder further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Holder) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales of the Common Shares acquired hereunder in limited amounts. Such Holder further understands that the Holder has no right to compel the Company to disclose any information for purposes of complying with Rule 144. (D) Such Holder (1) is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act or National Instrument 45-106 Prospectus and Registration Exemptions, as applicable) or (2) has a preexisting personal or business relationship with the Company, its Subsidiaries or certain members of the Board or officers of the Company which is of a nature and duration sufficient to make such Holder aware of the character, business acumen and general business and financial circumstances of the Company, its Subsidiaries, and/or such members of the Board or officers of the Company, if any. (E) The Company has made available to such Holder or its representatives all agreements, documents, records and books that such Holder has requested relating to an investment in the Common Shares being acquired by the Holder. Such Holder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Company, concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of such Holder. Such Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of the investment in the Common Shares and to suffer a complete loss of such investment. (F) Such Holder has no need for liquidity in its investment in the Common Shares. Such Holder can bear the economic risk of investment in the Common Shares and has such knowledge and experience in financial or business matters to be capable of evaluating the merits and risks of the investment in the Common Shares. Such Holder has consulted with its professional, tax and legal advisors with respect to the federal, state, local and foreign income tax consequences of such Holder’s participation as a Holder of the Company. (G) Such Holder understands that there is no public market for the Common Shares and that the transferability of the Common Shares is restricted.

Investment Related Representations and Warranties. (A) a. Such Holder is acquiring the Warrants or shares of Common Shares Stock for his or its own account, for investment and not with a view to the distribution thereof or any interest therein in violation of the Securities Act or applicable securities Securities Laws. (B) b. Such Holder understands that (1A) the Warrants or shares of Common Shares Stock have not been registered under the Securities Act or under any state securities Securities Laws, and are being offered and sold in reliance under federal and state exemptions for transactions not involving a public offering and (2B) the Warrants or shares of Common Shares Stock must be held by such Holder indefinitely unless a subsequent Transfer thereof is registered under the Securities Act and applicable Law or is exempt from such registration. (C) c. Such Holder further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Holder) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales of the Warrants or shares of Common Shares Stock acquired hereunder in limited amounts. Such Holder further understands that the Holder has no right to compel the Company to disclose any information for purposes of complying with Rule 144. (D) d. Such Holder (1A) is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act or National Instrument 45-106 Prospectus and Registration Exemptions, as applicable) or (2B) has a preexisting personal or business relationship with the Company, its Subsidiaries or certain members of the Board or officers of the Company Company, which is of a nature and duration sufficient to make such Holder aware of the character, business acumen and general business and financial circumstances of the Company, its Subsidiaries, Subsidiaries and/or such members of the Board or officers of the Company, if any. (E) e. The Company has made available to such Holder or its representatives all agreements, documents, records and books that such Holder has requested relating to an investment in the Warrants or Common Shares Stock being acquired by the Holder. Such Holder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Company, concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of such Holder. Such Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of the investment in the Warrants or shares of Common Shares Stock and to suffer a complete loss of such investment. (F) f. Such Holder has no need for liquidity in its investment in the Warrants or shares of Common SharesStock. Such Holder can bear the economic risk of investment in the Warrants or shares of Common Shares Stock and has such knowledge and experience in financial or business matters to be capable of evaluating the merits and risks of the investment in the Warrants or shares of Common SharesStock. Such Holder has consulted with its professional, tax and legal advisors with respect to the federal, state, local and foreign income tax consequences of such Holder’s participation as a Holder of the Company. (G) g. Such Holder understands that there is no public market for the Warrants or shares of Common Shares Stock and that the transferability of the Warrants or shares of Common Shares Stock is restricted.

Investment Related Representations and Warranties. (Ai) Such Holder Executive is acquiring the Common Shares for his own account, for investment and not with a view to the resale or distribution thereof or any interest therein in violation of the Securities Act of 1933, as amended (the “Securities Act”), or applicable securities Lawslaws. Executive has not entered into, and has no plans to enter into, any contract, undertaking, agreement, or arrangement for the resale or distribution of the Shares. (Bii) Such Holder Executive understands that (1A) the Common Shares have not been registered under the Securities Act or under any state securities Lawslaws, and are being offered and sold in reliance under federal and state exemptions for transactions not involving a public offering and offering, (2B) no governmental entity has reviewed or made any finding or determination as to the fairness or merits or any recommendation or endorsement with respect to an investment in the Shares, (C) the Common Shares must be held by such Holder Executive indefinitely unless a subsequent Transfer transfer thereof is registered under the Securities Act and applicable Law law or is exempt from such registration, and (D) legends restricting the transferability and resale of the Shares will be placed on any documents evidencing the Shares. (Ciii) Such Holder further understands that the exemption from registration afforded by Rule 144 Executive (the provisions of which are known to such Holder) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales of the Common Shares acquired hereunder in limited amounts. Such Holder further understands that the Holder has no right to compel the Company to disclose any information for purposes of complying with Rule 144. (D) Such Holder (1A) is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act or National Instrument 45-106 Prospectus and Registration Exemptions, as applicableAct) or (2B) has a preexisting personal or business relationship with the Company, its Subsidiaries Subsidiaries, or certain members of the Board board of directors or officers of the Company which that is of a nature and duration sufficient to make such Holder Executive aware of the character, business acumen acumen, and general business and financial circumstances of the Company, its Subsidiaries, and/or such members of the Board board of directors or officers of the Company, if any. (Eiv) The Company Executive has made available to such Holder conducted his, her, or its representatives all agreements, documents, records and books that such Holder has requested relating own investigation with respect to an investment in the Common Shares being acquired by the HolderShares. Such Holder Executive has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Company, concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of such HolderExecutive. Such Holder Executive has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of the investment in the Common Shares and to suffer a complete loss of such investment. (F) Such Holder has no need for liquidity in its investment in the Common Shares. Such Holder Executive can bear the economic risk of investment in the Common Shares Shares, including a complete loss of such investment, and has such knowledge and experience in financial or business matters to be capable of evaluating the merits and risks of the investment in the Common Shares. Such Holder has consulted with its professional, tax and legal advisors with respect to the federal, state, local and foreign income tax consequences of such Holder’s participation as a Holder of the Company. (G) Such Holder understands that there is no public market for the Common Shares and that the transferability of the Common Shares is restricted.

Investment Related Representations and Warranties. (Aa) Such Holder is acquiring the Common The Celularity Shares will be acquired for his investment for TNK’s own account, for investment not as a nominee or agent, and not with a view to the resale or distribution thereof of any part thereof, and TNK has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, TNK further represents that TNK does not have any interest therein in violation contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person with respect to any of the Securities Act or applicable securities LawsCelularity Shares. (Bb) Such Holder understands that (1) the Common Shares have not been registered under the Securities Act or under any state securities Laws, and are being offered and sold in reliance under federal and state exemptions for transactions not involving a public offering and (2) the Common Shares must be held by such Holder indefinitely unless a subsequent Transfer thereof is registered under the Securities Act and applicable Law or is exempt from such registration. (C) Such Holder further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Holder) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales of the Common Shares acquired hereunder in limited amounts. Such Holder further understands that the Holder has no right to compel the Company to disclose any information for purposes of complying with Rule 144. (D) Such Holder (1) TNK is an “accredited investor” (as defined in within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or National Instrument 45-106 Prospectus and Registration Exemptionsof 1933, as applicable) or amended (2) has a preexisting personal or business relationship with the Company“Securities Act”), its Subsidiaries or certain members of the Board or officers of the Company which is of a nature and duration sufficient to make such Holder aware of the character, business acumen and general business and financial circumstances of the Company, its Subsidiaries, and/or such members of the Board or officers of the Company, if any. (E) The Company has made available to such Holder or its representatives all agreements, documents, records and books that such Holder has requested relating to an investment as presently in the Common Shares being acquired by the Holdereffect. Such Holder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Company, concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of such Holder. Such Holder has such knowledge and experience in financial and business matters TNK acknowledges that it is capable of evaluating has the risks and merits of the investment capacity to protect its own interests in the Common Shares and to suffer a complete loss of such investment. (F) Such Holder has no need for liquidity in its investment in the Common Shares. Such Holder connection therewith, can bear the economic risk of its investment in the Common Shares and has such knowledge and experience in financial or business matters to be that it is capable of evaluating the merits and risks of the investment in the Common Celularity Shares. Such Holder TNK also represents it has consulted with its professional, tax and legal advisors with respect to not been organized for the federal, state, local and foreign income tax consequences purpose of such Holder’s participation as a Holder of acquiring the CompanyCelularity Shares. (Gc) Such Holder TNK acknowledges and understands that there (i) the Celularity Shares issued pursuant to this Agreement will be issued in a transaction exempt from registration under the Securities Act by reason of Section 4(a)(2) thereof and/or Regulation D promulgated under the Securities Act and may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom, (ii) until the Celularity Shares have become transferable pursuant to an exemption from such registration otherwise required thereunder, the Celularity Shares shall be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from Celularity in a transaction not involving a public offering, (iii) under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, and (iv) the certificates evidencing the Celularity Shares will bear the following legend reflecting restrictions on the transfer of such securities, in addition to any legend required by applicable U.S. state securities laws: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OF DISTRIBUTION THEREOF. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” (d) TNK represents that it is no public market for familiar with Rule 144 under the Common Shares Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. TNK understands and acknowledges that the transferability acquisition of the Common Celularity Shares involves an extremely high degree of risk and may result in a complete loss of its investment in the Celularity Shares. TNK understands that the Celularity Shares have not been and will not be registered under the Securities Act and have not been and will not be registered or qualified in any state in which they are offered, and thus TNK will not be able to resell or otherwise transfer its Celularity Shares unless they are registered under the Securities Act and registered or qualified under applicable state securities laws, or an exemption from such registration or qualification is restrictedavailable.

Investment Related Representations and Warranties. (Aa) Such Holder Seller is acquiring the Common Purchase Price Shares for his investment for Seller's own account, for investment account and not with a the view to, or for resale in connection with, any distribution thereof. Seller is able to fend for itself in transactions such as the distribution thereof or any interest therein in violation of the Securities Act or applicable securities Laws. (B) Such Holder understands that (1) the Common Shares have not been registered under the Securities Act or under any state securities Lawsone contemplated by this Agreement, and are being offered and sold in reliance under federal and state exemptions for transactions not involving a public offering and (2) the Common Shares must be held by such Holder indefinitely unless a subsequent Transfer thereof is registered under the Securities Act and applicable Law or is exempt from such registration. (C) Such Holder further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Holder) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales of the Common Shares acquired hereunder in limited amounts. Such Holder further understands that the Holder has no right to compel the Company to disclose any information for purposes of complying with Rule 144. (D) Such Holder (1) is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act or National Instrument 45-106 Prospectus and Registration Exemptions, as applicable) or (2) has a preexisting personal or business relationship with the Company, its Subsidiaries or certain members of the Board or officers of the Company which is of a nature and duration sufficient to make such Holder aware of the character, business acumen and general business and financial circumstances of the Company, its Subsidiaries, and/or such members of the Board or officers of the Company, if any. (E) The Company has made available to such Holder or its representatives all agreements, documents, records and books that such Holder has requested relating to an investment in the Common Shares being acquired by the Holder. Such Holder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Company, concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of such Holder. Such Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its prospective investment in the Purchase Price Shares, and merits has the ability to bear the economic risks of such investment. Seller further represents that by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with Buyer and who are not compensated by Buyer, it has the capacity to protect its own interests in connection with the purchase of the Purchase Price Shares. Seller understands that the Purchase Price Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. Seller 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 Purchase Price Shares. Seller understands and acknowledges that the offering of the Purchase Price Shares pursuant to this Agreement will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act. (b) Seller acknowledges that the Purchase Price Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Seller is aware of the provisions of Rule 144 promulgated pursuant to the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. Seller covenants that, in the Common absence of an effective registration statement covering the Purchase Price Shares, Seller will sell, transfer, or otherwise dispose of the Purchase Price Shares only in a manner consistent with Seller's representations and covenants set forth in this Section 3.18. In connection therewith, Seller acknowledges that Buyer will make a notation on its stock books regarding the restrictions on transfers set forth in this Section 3.18 and will transfer securities on the books of Buyer only to the extent not inconsistent therewith. (c) Seller received and reviewed such information about Buyer and has had an opportunity to discuss Buyer's business, management and financial affairs with its management and to suffer a complete loss review the Buyer's facilities, and to conduct such investigation into the business and prospects of Buyer as Seller deems relevant, including receipt of the representations and warranties of Buyer under this Agreement. Seller accepts the responsibility for conducting such an investigation. To the extent Seller has not sought information regarding any particular matter, Seller hereby represents that it had no interest in doing so and that such matters are not material to it in connection with its investment. (Fd) Such Holder has no need for liquidity in its investment in Seller meets the Common Shares. Such Holder can bear the economic risk of investment in the Common Shares and has such knowledge and experience in financial or business matters suitability standards pursuant to be capable of evaluating the merits and risks Section 25102(f) of the investment in California Corporations Code. (e) Seller acknowledges that the Common Sharestransactions contemplated herein may have significant federal, state or other tax consequences upon Seller, and that no advice as to what such tax consequences may be has been given by Buyer. Such Holder Seller has consulted been advised to consult with its professional, own tax and legal advisors with respect to the federal, state, local and foreign income concerning its own particular tax consequences of such Holder’s participation as a Holder of the Companytransactions contemplated herein. (G) Such Holder understands that there is no public market for the Common Shares and that the transferability of the Common Shares is restricted.

Investment Related Representations and Warranties. (Ai) Such Holder Investor is acquiring the Common Shares for his the Investor’s own account, for investment and not with a view to the resale or distribution thereof or any interest therein in violation of the Securities Act of 1933, as amended (the “Securities Act”) or other applicable securities Lawslaws. Investor has not entered into, and has no plans to enter into, any contract, undertaking, agreement or arrangement for the resale or distribution of the Shares. (Bii) Such Holder Investor understands that (1) the Common Shares have not been registered under the Securities Act or under any state securities Lawslaws, and are being offered and sold in reliance under federal and state exemptions for transactions not involving a public offering and offering, (2) no governmental entity has reviewed or made any finding or determination as to the Common fairness or merits or any recommendation or endorsement with respect to an investment in the Shares, (3) the Shares must be held by such Holder Investor indefinitely unless a subsequent Transfer transfer thereof is registered under the Securities Act and applicable Law law or is exempt from such registrationregistration and (4) legends restricting the transferability and resale of the Shares will be placed on all documents evidencing the Shares. (Ciii) Such Holder Investor further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such HolderInvestor) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales of the Common Shares acquired hereunder in limited amounts. Such Holder Investor further understands that the Holder Investor has no right to compel the Company to disclose any information for purposes of complying with Rule 144. (Div) Such Holder (1) Investor is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act or National Instrument 45-106 Prospectus Act); Investor has completed the Purchaser Questionnaire (attached to this Subscription Agreement as Exhibit B and Registration Exemptions, incorporated herein as applicable) or (2) has a preexisting personal or business relationship with the Company, its Subsidiaries or certain members representations and warranties of the Board or officers of undersigned Investor under this Section 3) and that the Company which information contained in such document is of a nature complete and duration sufficient to make such Holder aware of the character, business acumen and general business and financial circumstances of the Company, its Subsidiaries, and/or such members of the Board or officers of the Company, if anyaccurate. (Ev) The Investor has conducted its own investigation with respect to the Shares, and the Company has made available to such Holder Investor or its representatives (1) a copy of the Offering Letter, dated November 19, 2010, relating to this Agreement, and (2) all agreements, documents, records and books that such Holder Investor has requested relating to an investment in the Common Shares being acquired by the HolderInvestor. Such Holder Investor has had an opportunity to ask questions of, and receive answers from, Persons persons acting on behalf of the Company, concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of such HolderInvestor. Such Holder Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of the investment in the Common Shares and to suffer a complete loss of such investment. (Fvi) Such Holder Investor has no need for liquidity in its investment in the Common SharesShares and no need to dispose of the Shares to satisfy any existing or contemplated undertaking, obligation or indebtedness. Such Holder Investor can bear the economic risk of investment in the Common Shares Shares, including a complete loss of such investment, and has such knowledge and experience in financial or business matters to be capable of evaluating the merits and risks of the investment in the Common Shares. Such Holder Investor has consulted with its professional, tax and legal advisors to the extent Investor has deemed appropriate with respect to the federal, state, local and foreign income tax consequences of such HolderInvestor’s participation as a Holder stockholder of the Company. (Gvii) Such Holder understands that there is no public market for the Common Shares and Investor hereby acknowledges that the transferability Company seeks to comply with all applicable laws concerning money laundering and related activities. In furtherance of such efforts, the Investor hereby represents, warrants and agrees that to the best of the Investor’s knowledge based upon reasonable diligence and investigation no consideration that the Investor has contributed or will contribute to the Company has been or shall be derived from, or related to, any activity that is deemed criminal under United States law. Investor hereby represents that neither it nor any of its owners or affiliates is a person or entity named on a list maintained by the Office of Foreign Asset Control (“OFAC”) of the U.S. Department of the Treasury, nor is the Investor or any of its owners or affiliates a person or entity with whom dealings are prohibited under any OFAC regulations. The Investor shall promptly notify the Company if any of these representations cease to be true and accurate with respect to the Investor. The Investor understands and agrees that if at any time it is discovered that any of the foregoing representations are incorrect, or if otherwise required by applicable law or regulation related to money laundering and similar activities, the Company may, in its sole discretion, undertake appropriate actions to ensure compliance with applicable law or regulation, including but not limited to freezing, segregating or requiring the Investor to sell such Investor’s securities. The Investor agrees to provide to the Company any additional information regarding the Investor that the Company deems necessary or appropriate to ensure compliance with all laws and regulations concerning money laundering and similar activities that may apply now or in the future. (viii) If the Investor is a private investment fund relying on Section 3(c)(1) or 3(c)(7) for an exclusion from the definition of investment company under the 1940 Act, the acquisition of securities in this offering by the Investor shall not cause the Investor to own after such acquisition, together with any entities it controls (i.e., an entity of which it owns more than 25% of such other company’s voting securities), more than three percent (3%) of the outstanding voting securities of the Company, assuming that 33,270,844 shares of the Company’s Common Shares is restrictedStock, par value $0.01, will be outstanding on the date of such acquisition before giving effect to such acquisition.

Investment Related Representations and Warranties. (Aa) Such Holder is acquiring the Common The Buyer Shares will be acquired for his investment for Seller’s own account, for investment not as a nominee or agent, and not with a view to the resale or distribution thereof of any part thereof, and Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Seller further represents that Seller does not have any interest therein in violation Contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person, with respect to any of the Securities Act or applicable securities LawsBuyer Shares. (Bb) Such Holder understands that (1) the Common Shares have not been registered under the Securities Act or under any state securities Laws, and are being offered and sold in reliance under federal and state exemptions for transactions not involving a public offering and (2) the Common Shares must be held by such Holder indefinitely unless a subsequent Transfer thereof is registered under the Securities Act and applicable Law or is exempt from such registration. (C) Such Holder further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Holder) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales of the Common Shares acquired hereunder in limited amounts. Such Holder further understands that the Holder has no right to compel the Company to disclose any information for purposes of complying with Rule 144. (D) Such Holder (1) Seller is an “accredited investor” (as defined in within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or National Instrument 45-106 Prospectus and Registration Exemptionsof 1933, as applicable) or amended (2) the “Securities Act”), as presently in effect. Seller has a preexisting personal or business relationship with the Company, its Subsidiaries or certain members of the Board or officers of the Company which is of a nature and duration sufficient to make such Holder aware of the character, business acumen and general business and financial circumstances of the Company, its Subsidiaries, and/or such members of the Board or officers of the Company, if any. (E) The Company has made available to such Holder or its representatives all agreements, documents, records and books that such Holder has requested relating to an investment in the Common Shares being acquired by the Holder. Such Holder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Company, concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of such Holder. Such Holder has such knowledge and substantial experience in financial evaluating and business matters investing in securities of companies and acknowledges that it is capable of evaluating has the risks and merits of the investment capacity to protect its own interests in the Common Shares and to suffer a complete loss of such investment. (F) Such Holder has no need for liquidity in its investment in the Common Shares. Such Holder connection therewith, can bear the economic risk of its investment in the Common Shares and has such knowledge and experience in financial or business matters to be that it is capable of evaluating the merits and risks of the investment in the Common Buyer Shares. Such Holder Seller also represents it has consulted with its professional, tax and legal advisors with respect to not been organized for the federal, state, local and foreign income tax consequences purpose of such Holder’s participation as a Holder of acquiring the CompanyBuyer Shares. (Gc) Such Holder Seller acknowledges and understands that there is no public market for (i) the Common Buyer Shares issued pursuant to this Agreement will be issued in a transaction exempt from registration under the Securities Act by reason of Section 4(a)(2) thereof and/or Regulation D promulgated under the Securities Act and that may not be re-offered or resold other than in conformity with the transferability registration requirements of the Common Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom, (ii) until the Buyer Shares have become transferable pursuant to an exemption from such registration otherwise required thereunder, the Buyer Shares shall be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from Buyer in a transaction not involving a public offering, and (iii) under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. (d) Seller represents that it is restrictedfamiliar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Investment Related Representations and Warranties. (A) Such Holder is acquiring the Common Shares for his or its own account, for investment and not with a view to the distribution thereof or any interest therein in violation of the Securities Act or applicable securities Laws. (B) Such Holder understands that (1) the Common Shares have not been registered under the Securities Act or under any state securities Laws, and are being offered and sold in reliance under federal and state exemptions for transactions not involving a public offering and (2) the Common Shares must be held by such Holder indefinitely unless a subsequent Transfer thereof is registered under the Securities Act and applicable Law or is exempt from such registration. (C) Such Holder further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Holder) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales of the Common Shares acquired hereunder in limited amounts. Such Holder further understands that the Holder has no right to compel the Company to disclose any information for purposes of complying with Rule 144. (D) Such Holder (1) is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act or National Instrument 45-106 Prospectus and Registration Exemptions, as applicableAct) or (2) has a preexisting personal or business relationship with the Company, its Subsidiaries or certain members of the Board or officers of the Company Company, which is of a nature and duration sufficient to make such Holder aware of the character, business acumen and general business and financial circumstances of the Company, its Subsidiaries, Subsidiaries and/or such members of the Board or officers of the Company, if any. (E) The Company has made available to such Holder or its representatives all agreements, documents, records and books that such Holder has requested relating to an investment in the Common Shares being acquired by the Holder. Such Holder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Company, concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of such Holder. Such Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of the investment in the Common Shares and to suffer a complete loss of such investment. (F) Such Holder has no need for liquidity in its investment in the Common Shares. Such Holder can bear the economic risk of investment in the Common Shares and has such knowledge and experience in financial or business matters to be capable of evaluating the merits and risks of the investment in the Common Shares. Such Holder has consulted with its professional, tax and legal advisors with respect to the federal, state, local and foreign income tax consequences of such Holder’s participation as a Holder of the Company. (G) Such Holder understands that there is no public market for the Common Shares and that the transferability of the Common Shares is restricted.

Investment Related Representations and Warranties. (Aa) Such Holder Seller is acquiring experienced in evaluating start-up companies such as Purchaser, is able to fend for itself in transactions such as the Common Shares for his own accountone contemplated by this Agreement, for investment and not with a view to the distribution thereof or any interest therein in violation of the Securities Act or applicable securities Laws. (B) Such Holder understands that (1) the Common Shares have not been registered under the Securities Act or under any state securities Laws, and are being offered and sold in reliance under federal and state exemptions for transactions not involving a public offering and (2) the Common Shares must be held by such Holder indefinitely unless a subsequent Transfer thereof is registered under the Securities Act and applicable Law or is exempt from such registration. (C) Such Holder further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Holder) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales of the Common Shares acquired hereunder in limited amounts. Such Holder further understands that the Holder has no right to compel the Company to disclose any information for purposes of complying with Rule 144. (D) Such Holder (1) is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act or National Instrument 45-106 Prospectus and Registration Exemptions, as applicable) or (2) has a preexisting personal or business relationship with the Company, its Subsidiaries or certain members of the Board or officers of the Company which is of a nature and duration sufficient to make such Holder aware of the character, business acumen and general business and financial circumstances of the Company, its Subsidiaries, and/or such members of the Board or officers of the Company, if any. (E) The Company has made available to such Holder or its representatives all agreements, documents, records and books that such Holder has requested relating to an investment in the Common Shares being acquired by the Holder. Such Holder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Company, concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of such Holder. Such Holder has such knowledge and experience in financial and business matters that it Seller is capable of evaluating the risks and merits of the investment in the Common Shares and to suffer a complete loss of such investment. (F) Such Holder has no need for liquidity in its investment in the Common Shares. Such Holder can bear the economic risk of investment in the Common Shares and has such knowledge and experience in financial or business matters to be capable of evaluating the merits and risks of the its prospective investment in the Common Shares, and has the ability to bear the economic risks of the investment. (b) Seller is acquiring the Shares for investment for Seller's own account and not with the view to, or for resale in connection with, any distribution thereof. Such Holder has consulted Seller understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. Seller does not have any contract, undertaking, agreement or arrangement with its professionalany person to sell, tax and legal advisors transfer or grant participation to any third person with respect to any of the Shares. Seller understands and acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act. (c) Seller acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Seller is aware of the provisions of Rule 144 promulgated pursuant to the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. Seller covenants that, in the absence of an effective registration statement covering the stock in question, such persons will sell, transfer, or otherwise dispose of the Shares only in a manner consistent with Seller's representations and covenants set forth in this Section. (d) Seller understands that no public market now exists for any of the securities issued by Purchaser, and that no public offering is currently contemplated. (e) Seller has received and reviewed such information about Purchaser and have had an opportunity to discuss Purchaser's business, management and financial affairs with its management and to review the Purchaser's facilities, and to conduct such investigation into the business and prospects of Purchaser as Seller deems relevant. Seller accepts the responsibility for conducting such an investigation. To the extent Seller has not sought information regarding any particular matter, such parties hereby represent that they had no interest in doing so and that such matters are not material to them in connection with this investment. (f) Seller and Holdings acknowledge that the transactions contemplated herein may have significant federal, statestate or other tax consequences upon such persons, local and foreign income that no advice as to what such tax consequences may be has been given by Purchaser. Seller and Holdings have been advised to consult with their own tax advisors concerning their own particular tax consequences of such Holder’s participation as a Holder of the Companytransactions contemplated herein. (G) Such Holder understands that there is no public market for the Common Shares and that the transferability of the Common Shares is restricted.