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

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date and as of the Commencement Date: (a) Organization, Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. (b) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date date hereof and as of the Commencement Date: (a) Organization, Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. thereunder (b) Accredited Investor Status. The Investor is an “"accredited investor” " as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date date hereof and as of the Commencement Date: (a) Organization, Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. (b) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date date hereof and as of the Commencement Date: (a) Organization, Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. (b) Accredited Investor Status. The Investor is an “"accredited investor” " as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date date hereof and as of the Commencement Date: (a) Organization, Authority. The Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. (b) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D ‎(without regard to Rule 501(a)(4))‎ promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor Each Investor, severally and only with respect to itself and not jointly, represents and warrants to the Company that as of the Execution Date date hereof and as of the Commencement Closing Date: (a) Organization, Authority. Such Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. (bc) Accredited Investor Status. The Such Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date date hereof and as of the Commencement Date: (a) Organization, Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. (b) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date date hereof and as of the Commencement Date: (a) Organization, Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. thereunder (b) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date date hereof and as of the Commencement Date: (a) Organization, Authority. The Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. (b) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date date hereof and as of the Commencement Closing Date: (a) Organization, Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. (bc) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date and as of the Commencement Date: (a) Organization, Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.. 194229821 v2 (b) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date date hereof and as of the Commencement Date: (a) Organization, Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. thereunder (b) Accredited b)Accredited Investor Status. The Investor is an “"accredited investor” " as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date date hereof and as of the Commencement Date: (a) Organization, Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. (b) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date date hereof and as of the Commencement Date: (a) Organization, ; Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. (b) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

INVESTOR’S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that as of the Execution Date date hereof and as of the Commencement Date: (a) Organization, Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and the Registration Rights Agreement and otherwise to carry out its obligations hereunder and thereunder. (b) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.