Common use of Investor Representations and Covenants Clause in Contracts

Investor Representations and Covenants. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) The Investor acknowledges and agrees that this instrument is junior in right of payment to the rights of payment of the holders of the Company’s promissory notes issued as of the date hereof and issued after the date hereof, including but not limited to the convertible notes issued pursuant to the Subordinated Convertible Promissory Note and Warrant Purchase Agreement entered into on or about the date hereof (the “2020 Notes”), subject to Section 2(b) in the event this instrument converts into Safe Series B-1 Plus Preferred Stock.

Investor Representations and Covenants. (a) The Investor has full legal capacityhereby represents, power warrants and authority covenants to, and agrees with, the Company as to execute the Investor 2015 Notes, the Exchanged Conversion Shares and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation the Investor Preferred Conversion Shares, if any, as of the Investordate hereof and as of the Closing Date, enforceable that: (i) No Public Sale or Distribution. The Investor (A) is acquiring the Investor 2015 Notes, (B) upon conversion of the Investor 2015 Notes in accordance with its termsthe terms of the Exchanged Indenture, except as limited by bankruptcywill acquire the Exchanged Conversion Shares, insolvency or other laws and (C) upon conversion of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder Preferred Shares, if any, in accordance with the terms of the Preferred C of D, will acquire the Investor Preferred Conversion Shares, in each case, for its own account for investment, not as a nominee or agent, and not with a view totowards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempt from registration under the Securities Act; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum period or other specific term and the Investor has no present intention reserves the right to dispose of selling, granting the Securities at any participation in, time in accordance with or otherwise distributing pursuant to an effective registration statement or an exemption from registration under the sameSecurities Act. The Investor has such knowledge and experience is acquiring the Securities hereunder in financial and business matters the ordinary course of its business. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. (ii) Investor Status. The Investor is an institutional accredited investor as that term is defined in Rule 501(a)(1), (2), (3), (7) or (8), of Regulation D and, unless the Investor is capable listed in Exhibit D hereto, a “qualified institutional buyer” within the meaning of evaluating Rule 144A under the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of timeSecurities Act. (c) The Investor acknowledges and agrees that this instrument is junior in right of payment to the rights of payment of the holders of the Company’s promissory notes issued as of the date hereof and issued after the date hereof, including but not limited to the convertible notes issued pursuant to the Subordinated Convertible Promissory Note and Warrant Purchase Agreement entered into on or about the date hereof (the “2020 Notes”), subject to Section 2(b) in the event this instrument converts into Safe Series B-1 Plus Preferred Stock.

Investor Representations and Covenants. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument Safe and to perform its obligations hereunder. This instrument Safe constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, and acknowledges and agrees that if not an accredited investor at the time of a Next Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state laws, statutes, ordinances, rules, and regulations, including, but not limited to, such representations as the Company may reasonably request or that may be necessary, if applicable, to comply with all applicable securities laws, in connection with the purchase and sale of this Safe and the issuance of the securities to be acquired by the Investor. The Investor has been advised that this instrument Safe and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this instrument Safe and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) The Investor acknowledges and agrees hereby represents that this instrument none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) of Regulation D promulgated under the Securities Act (a “Disqualification Event”) is junior in right of payment applicable to the rights Investor or any of payment its “Rule 506(d) Related Parties”, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Safe, a “Rule 506(d) Related Party” shall mean with respect to any Investor any individual, firm, corporation, partnership, association, limited liability company, trust or any other entity that is a beneficial owner of the holders Investor’s securities for purposes of Rule 506(d) of the Securities Act. (d) If the Next Equity Financing Conversion has not occurred prior to December 31, 2020, and the Investor has received Conversion Shares pursuant to Section 1(c), then in the event of a Dissolution Event following December 31, 2020, the Investor agrees to vote in favor of such Dissolution Event so long as the Company’s promissory notes issued as board of the date hereof and issued after the date hereof, including but not limited to the convertible notes issued pursuant to the Subordinated Convertible Promissory Note and Warrant Purchase Agreement entered into on or about the date hereof (the “2020 Notes”), subject to Section 2(b) directors has voted in the event this instrument converts into Safe Series B-1 Plus Preferred Stockfavor of such Dissolution Event.

Investor Representations and Covenants. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument Safe and to perform its obligations hereunder. This instrument Safe constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, and acknowledges and agrees that if not an accredited investor at the time of a Next Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state laws, statutes, ordinances, rules, and regulations, including, but not limited to, such representations as the Company may reasonably request or that may be necessary, if applicable, to comply with all applicable securities laws, in connection with the purchase and sale of this Safe and the issuance of the securities to be acquired by the Investor. The Investor has been advised that this instrument Safe and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this instrument Safe and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) The Investor acknowledges and agrees hereby represents that this instrument none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) of Regulation D promulgated under the Securities Act (a “Disqualification Event”) is junior in right of payment applicable to the rights Investor or any of payment its “Rule 506(d) Related Parties”, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Safe, a “Rule 506(d) Related Party” shall mean with respect to any Investor any individual, firm, corporation, partnership, association, limited liability company, trust or any other entity that is a beneficial owner of the holders Investor’s securities for purposes of Rule 506(d) of the Securities Act. (d) If the Next Equity Financing Conversion has not occurred prior to December 31, 2020, and the Investor has received Conversion Shares pursuant to Section 1(c), then in the event of a Dissolution Event, Liquidity Event or a transaction or series of transactions with the principal purpose of raising capital (pursuant to which the Company issues and sells equity securities), the Investor agrees to vote in favor of such Dissolution Event, Liquidity Event or capital raising transaction so long as the Company’s promissory notes issued as board of the date hereof and issued after the date hereof, including but not limited to the convertible notes issued pursuant to the Subordinated Convertible Promissory Note and Warrant Purchase Agreement entered into on or about the date hereof (the “2020 Notes”), subject to Section 2(b) directors has voted in the event this instrument converts into Safe Series B-1 Plus Preferred Stockfavor of such event.