Common use of Investment Representations and Covenants Clause in Contracts

Investment Representations and Covenants. (a) Purchaser is acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (b) Purchaser is an accredited investor as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Purchaser understands that its investment in the Securities involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed decision with respect to the Purchaser’s acquisition of such Securities. Purchaser has knowledge and experience in financial and business matters and knows of the high degree of risk associated with investments generally and particularly investments in the securities of development stage companies. Purchaser is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. Purchaser can afford a complete loss of its investment in the Securities. Purchaser has had access to all information that it believes is necessary, sufficient or appropriate in connection with the purchase of the Warrants. (c) Purchaser understands that the Securities have not been and are not being registered under the Securities Act or any state securities laws, except as may be contemplated by any registration rights agreement between the Company and the Purchaser, and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder or (ii) sold in reliance on an exemption therefrom. No U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have any such governmental authorities passed upon or endorsed the merits of the offering of the Securities. (d) Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.

Investment Representations and Covenants. (a) Purchaser is Purchasers are acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants Purchasers covenant to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (b) Purchaser is an Purchasers are accredited investor investors as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Purchaser understands Purchasers understand that its their investment in the Securities involves a high degree of risk. Purchaser has Purchasers have sought such accounting, legal and tax advice as Purchaser has Purchasers have considered necessary to make an informed decision with respect to the Purchaser’s Purchasers’ acquisition of such Securities. Purchaser has Purchasers have knowledge and experience in financial and business matters and knows of the high degree of risk associated with investments generally and particularly investments in the securities of development stage companies. Purchaser is Purchasers are able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. Purchaser Purchasers can afford a complete loss of its investment in the Securities. Purchaser has Purchasers have had access to all information that it believes is necessary, sufficient or appropriate in connection with the purchase of the Warrants. (c) Purchaser understands Purchasers understand that the Securities have not been and are not being registered under the Securities Act or any state securities laws, except as may be contemplated by any registration rights agreement between the Company and the PurchaserPurchasers, and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder or (ii) sold in reliance on an exemption therefrom. No U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have any such governmental authorities passed upon or endorsed the merits of the offering of the Securities. (d) Purchaser understands Purchasers understand that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s Purchasers’ compliance with, the representations and warranties of the Purchaser Purchasers set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Purchasers to acquire such Securities.

Investment Representations and Covenants. (a) The Purchaser is acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its his own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (b) The Purchaser is an accredited investor as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission SEC under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser understands that its investment in the Securities Shares involves a high degree of risk. The Purchaser has sought such accounting, legal and tax advice as the Purchaser has considered necessary to make an informed decision with respect to the Purchaser’s acquisition of such Securitiesthe Shares. The Purchaser has knowledge and experience in financial and business matters and knows of the high degree of risk associated with investments generally and particularly investments in the securities of development stage companies. The Purchaser is able to bear the economic risk of an investment in the Securities Shares in the amount contemplated hereunder for an indefinite period of time. The Purchaser can afford a complete loss of its his investment in the SecuritiesShares. The Purchaser has had access to all information that it he believes is necessary, sufficient or appropriate in connection with the its purchase of the WarrantsShares. (c) The Purchaser understands that the Securities Shares have not been and are not being registered under the Securities Act or any state securities laws, except as may be contemplated by any registration rights agreement between the Company and the Purchaser, laws and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder or (ii) sold in reliance on an exemption therefrom. No U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities Shares or the fairness or suitability of the investment in the Securities Shares nor have any such governmental authorities passed upon or endorsed the merits of the offering of the SecuritiesShares. (d) The Purchaser understands that the Securities Shares are being offered and will be sold to it him in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Company is and Seller are relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such SecuritiesShares.

Investment Representations and Covenants. (a) Purchaser is acquiring the Insider Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Insider Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (b) Purchaser is an accredited investor as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Purchaser understands that its investment in the Securities involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed decision with respect to the Purchaser’s acquisition of such Securities. Purchaser has knowledge and experience in financial and business matters and knows of the high degree of risk associated with investments generally and particularly investments in the securities of development stage companies. Purchaser is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. Purchaser can afford a complete loss of its investment in the Securities. Purchaser has had access to all information that it believes is necessary, sufficient or appropriate in connection with the purchase of the Warrants. (c) Purchaser understands that the Securities have not been and are not being registered under the Securities Act or any state securities laws, except as may be contemplated by any registration rights agreement between the Company and the Purchaser, laws and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder or (ii) sold in reliance on an exemption therefrom. No U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have any such governmental authorities passed upon or endorsed the merits of the offering of the Securities. (d) Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.