Common use of Investment Related Representations and Warranties Clause in Contracts

Investment Related Representations and Warranties. (i) Investor is acquiring the 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 or applicable securities Laws. 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, other than sales pursuant to the Stockholder Agreement. (ii) Investor understands that (1) the 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, (2) 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, (3) the Shares must be held by Investor indefinitely unless a subsequent transfer thereof is registered under the Securities Act and applicable Law or is exempt from such registration and (4) legends restricting the transferability and resale of the Shares will be placed on all documents evidencing the Shares. (iii) Investor further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to Investor) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales of the Shares acquired hereunder in limited amounts. Investor further understands that Investor has no right to compel the Company to disclose any information for purposes of complying with Rule 144. (iv) Investor (1) is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) or (2) has a preexisting personal or business relationship with the Company, its Subsidiaries or certain members of the board of directors or officers of the Company which is of a nature and duration sufficient to make Investor aware of the character, business acumen and general business and financial circumstances of the Company, its Subsidiaries, and/or such members of the board of directors or officers of the Company, if any.

Investment Related Representations and Warranties. (i) Investor is acquiring the 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 or applicable securities Laws. 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, other than sales pursuant to the Stockholder Agreement. (ii) Investor understands that (1) the 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, (2) 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, (3) the Shares must be held by Investor indefinitely unless a subsequent transfer thereof is registered under the Securities Act and applicable Law or is exempt from such registration and (4) legends restricting the transferability and resale of the Shares will be placed on all documents evidencing the Shares. (iii) Investor further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to Investor) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales of the Shares acquired hereunder in limited amounts. Investor further understands that Investor has no right to compel the Company to disclose any information for purposes of complying with Rule 144. (iv) Investor (1) is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) or (2) has a preexisting personal or business relationship with the Company, its Subsidiaries or certain members of the board of directors Board or officers of the Company which is of a nature and duration sufficient to make Investor aware of the character, business acumen and general business and financial circumstances of the Company, its Subsidiaries, and/or such members of the board of directors Board or officers of the Company, if any.