Common use of INVESTOR’S REPRESENTATIONS AND WARRANTIES Clause in Contracts

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Datethat: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement and the Investor Notes have been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Datethat: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act, and (iv) this Agreement and the Investor Notes have been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company Borrower that as of the Closing date of this Agreement (the “Effective Date: ”): (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement has been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Datethat: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement and the Investor Notes have been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a the valid and binding agreement obligations of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement has been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorizedauthorized by the Investor; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Datethat: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement, the Pledge Agreement, the Secured Investor Note, and the Investor Notes have been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement, the Investor Notes, the Consent and the Subordination Agreement have been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 ActAct and (iv) there are no commissions, placement agent or finder’s fees or similar payments that will or would become due and owing by Investor to any person or entity as a result of this Agreement or the transactions contemplated hereby.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement has been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Date: (i) Investor has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, and this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement and the Investor Note have been duly executed and delivered on behalf of Investor. 3.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company Borrower that as of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement, the Pledge Agreement, the Secured Investor Notes and the Investor Notes have been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has and the Investor Notes have been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement has been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorizedauthorized by Investor; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement and the Investor Notes have been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Datethat: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “"accredited investor” " as that term is defined in Rule 501(a) of Regulation D of the 1933 Act, and (iv) this Agreement has been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company Borrower that as of the Closing Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement has been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company Borrower that as of the Closing Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement and the Investor Note have been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company Borrower that as of the Closing Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement and the Investor Notes have been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) the letter dated October 3, 2019 provided by Investor to Company in relation to the matters described in Section 3(xvi) below is true, accurate and complete in all respects.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the each Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement, the Pledge Agreement, the Secured Investor Notes have been duly executed and delivered on behalf of Investor.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to Company that as of the Closing Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “"accredited investor” " as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement, the Pledge Agreement and the Secured Investor Notes have been duly executed and delivered on behalf of Investor.