Common use of Lender Representations Clause in Contracts

Lender Representations. 6.1. Lender warrants that it has the right to enter into this Agreement and that his or her performance hereof shall not violate the terms of any other agreement or the rights of any third party. Lender is making the Loan for its own account, not as a nominee or agent for another, and not with a view towards distribution. Lender has no present intention of selling, granting participation in, or otherwise distributing its returns on the Loan. Lender does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation in the Loan. 6.2. Lxxxxx represents that Lender has had an opportunity to ask questions and receive answers from the Company regarding the Company, the Picture, the business prospects of the Company and the Picture, and the prospects of the Loan. Lxxxxx believes Lxxxxx has received all information Lender considers necessary or appropriate for deciding whether to make the Loan. Lxxxxx further represents that Lender has such knowledge and experience in financial or business matters that Lender can evaluate the merit and risks of the investment. 6.3. Lxxxxx understands that the Loan may be a security and, accordingly, may be subject to federal securities laws and applicable regulations, and that the Loan may be resold without registration under the Securities Act of 1933, as amended (the “Act”), only in certain limited circumstances. Lxxxxx represents that Lxxxxx is familiar is familiar with Rule 144 promulgated under the Act as presently in effect, and understands the resale limitations imposed thereby and by the Act, and that the Company has no obligations, and no current plans to satisfy, the current information obligations of such rule. 6.4. Without in any way limiting the representations set forth above, Lxxxxx further agrees not to make any disposition of the securities that constitute the Loan unless and until (a) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) Lender shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will not require registration of such shares under the Act. 6.5. If Lender is not a United States person, Lender hereby represents that Lender has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to make the Loan.

Lender Representations. 6.1The Lender represents and warrants to the Company as follows: (a) The Lender has full legal capacity and authority to execute and deliver this Note and to perform its obligations hereunder. This Note constitutes a valid and binding obligation of the Lender, 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 Lender warrants acknowledges that it has (i) this Note and the right 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 and (ii) the Company is under no obligation to enter into effect any such registration with respect to this Agreement and that his or her performance hereof shall not violate the terms of any other agreement Note or the rights underlying securities or to file for or comply with any exemption from registration. The Lender has not been formed solely for the purpose of any third party. Lender making this investment and is making the Loan purchasing this Note for its own accountaccount for investment, not as a nominee or agent for anotheragent, and not with a view towards distribution. Lender to, or for resale in connection with, the distribution thereof, and Xxxxxx has no present intention of selling, granting participation in, selling or otherwise distributing its returns on the Loansame. Lender does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation in the Loan. 6.2. Lxxxxx represents that Lender has had an opportunity to ask questions and receive answers from the Company regarding the Company, the Picture, the business prospects of the Company and the Picture, and the prospects of the Loan. Lxxxxx believes Lxxxxx has received all information Lender considers necessary or appropriate for deciding whether to make the Loan. Lxxxxx further represents that The Lender has such knowledge and experience in financial or and business matters that the Lender can evaluate is capable of evaluating the merit merits and risks of such investment, is able to incur a complete loss of such investment without impairing the investment. 6.3Lender’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. Lxxxxx understands that the Loan may be a security and, accordingly, may be subject to federal securities laws and applicable regulations, and that the Loan may be resold without registration The Lender is an accredited Lender as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Act”), only in certain limited circumstances. Lxxxxx represents that Lxxxxx is familiar is familiar with Rule 144 promulgated under the Act as presently in effect, and understands the resale limitations imposed thereby and by the Act, and that agrees to submit to the Company has no obligations, and no current plans to satisfy, the current information obligations such further assurances of such rule. 6.4. Without in any way limiting the representations set forth above, Lxxxxx further agrees not to make any disposition of the securities that constitute the Loan unless and until (a) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) Lender shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if status as may be reasonably requested by the Company, Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will not require registration of such shares under the Act. 6.5. If Lender is not a United States person, Lender hereby represents that Lender has satisfied itself as to the full observance The residency of the laws Lender (or, in the case of its jurisdiction in connection with any invitation to make a partnership or corporation, such entity’s principal place of business) is correctly set forth beneath such Lender’s name on the Loansignature page of this Note.

Lender Representations. 6.1. The Lender hereby represents and warrants that it has to the right to enter into this Agreement and that his or her performance hereof shall not violate the terms of any other agreement or the rights of any third party. Company as follows: (a) The Lender is making the sole beneficial owner of the Loan and the Lender has not sold, assigned, transferred, endorsed, deposited under any agreement, hypothecated, pledged for any bank or brokerage loan or otherwise, or disposed of in any manner the Loan or any interest therein, other than in connection with the cancellation of the Loan and the Loan Agreement as contemplated herein. (b) The Lender is acquiring the Conversion Shares solely for its own account, not as a nominee or agent account for another, investment purposes only and not with a view towards distribution. Lender has no present intention to any sale or distribution thereof within the meaning of selling, granting participation in, or otherwise distributing its returns on the Loan. Lender does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation in the Loan. 6.2. Lxxxxx represents that Lender has had an opportunity to ask questions and receive answers from the Company regarding the Company, the Picture, the business prospects of the Company and the Picture, and the prospects of the Loan. Lxxxxx believes Lxxxxx has received all information Lender considers necessary or appropriate for deciding whether to make the Loan. Lxxxxx further represents that Lender has such knowledge and experience in financial or business matters that Lender can evaluate the merit and risks of the investment. 6.3. Lxxxxx understands that the Loan may be a security and, accordingly, may be subject to federal securities laws and applicable regulations, and that the Loan may be resold without registration under the Securities Act of 1933, as amended (the “Securities Act”). The Lender has no pre-existing agreement, only in certain limited circumstances. Lxxxxx represents arrangement or understanding, formal or informal, with any person to sell, distribute or transfer all or any part of such Conversion Shares. (c) The Lender understands that Lxxxxx is familiar is familiar with Rule 144 promulgated (i) the Conversion Shares have not been registered under the Securities Act as presently or any state securities law by reason of their issuance in effect, a transaction which is exempt from the registration requirements of the Securities Act and understands the resale limitations imposed thereby and by the Actstate securities laws, and that such securities must be held indefinitely unless they are subsequently registered under the Company has no obligations, Securities Act and no current plans such laws or a subsequent disposition thereof is exempt from registration under the applicable provisions of the Securities Act and such laws and (ii) the certificates evidencing such securities will contain a legend to satisfy, the current information obligations of such ruleforegoing effect. 6.4. Without (d) The Lender has sufficient knowledge and expertise in any way limiting business and financial matters so as to enable it to analyze and evaluate the representations set forth above, Lxxxxx further agrees not merits and risks of acquiring the Conversion Shares pursuant to make any disposition the terms of this Agreement. (e) The Lender is an accredited investor within the securities that constitute the Loan unless and until (a) there is then in effect a registration statement meaning of Regulation D under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) Lender shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will not require registration of such shares under the Securities Act. 6.5. If Lender is not a United States person, Lender hereby represents that (f) The Lender has satisfied itself as had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. The Lender has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment. (g) The Lender has the requisite power and authority to enter into this Agreement and to agree to the full observance conversion of the laws of its jurisdiction in connection with any invitation to make the LoanLoan under this Agreement.

Lender Representations. 6.1(a) The Lender has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Lender, 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 Lender warrants has been advised that it has this instrument have not been registered under the right Securities Act or any state securities laws and are offered and sold hereby pursuant to enter into Section 4(a)(6) of the Securities Act. The Lender understands that this Agreement instrument may not be resold or otherwise transferred unless they are registered under the Securities Act and that his applicable state securities laws or her performance hereof shall not violate the terms pursuant to Rule 501 of any other agreement or the rights of any third party. Regulation CF, in which case certain state transfer restrictions may apply. (c) The Lender is making the Loan for its own account, not as a nominee or agent for another, and entering in this instrument not with a view towards distribution. to, or for resale or otherwise redistribute the same. (d) The Lender acknowledges, and is entering into this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act. (e) The Lender acknowledges that the Lender has no present intention of sellingreceived all the information the Lender has requested from the Company and the Lender considers necessary or appropriate for deciding whether to acquire this instrument, granting participation in, or otherwise distributing its returns on and the Loan. Lender does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation in the Loan. 6.2. Lxxxxx represents that the Lender has had an opportunity to ask questions and receive answers from the Company regarding the Companyterms and conditions of this instrument and to obtain any additional information necessary to verify the accuracy of the information given to the Lender. In deciding to purchase this instrument, the Picture, Lender is not relying on the business prospects advice or recommendations of the Company or of Xxxxxxxx.xx and the PictureLender has made its own independent decision that the purchase of this instrument is suitable and appropriate for the Lender. The Lender understands that no federal or state agency has passed upon the merits or risks in this instrument or made any finding or determination concerning the fairness or advisability of this purchase. (f) The Lender understands and acknowledges that as a DPA Lender, and the prospects Lender shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations. (g) The Lender understands that no public market now exists for any of the Loan. Lxxxxx believes Lxxxxx has received all information Lender considers necessary or appropriate for deciding whether to make the Loan. Lxxxxx further represents that Lender has such knowledge and experience in financial or business matters that Lender can evaluate the merit and risks of the investment. 6.3. Lxxxxx understands that the Loan may be a security and, accordingly, may be subject to federal securities laws and applicable regulations, and that the Loan may be resold without registration under the Securities Act of 1933, as amended (the “Act”), only in certain limited circumstances. Lxxxxx represents that Lxxxxx is familiar is familiar with Rule 144 promulgated under the Act as presently in effect, and understands the resale limitations imposed thereby and issued by the ActCompany, and that the Company has made no obligations, assurances that a public market will ever exist for this instrument and no current plans any assets used to satisfy, satisfy the current information debt obligations of such rulehereunder. 6.4. Without in any way limiting (h) If the representations set forth above, Lxxxxx further agrees not to make any disposition of the securities that constitute the Loan unless and until (a) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) Lender shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will not require registration of such shares under the Act. 6.5. If Lender is not a United States personperson (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Lender hereby represents that Lender it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation offer or sale of this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument; (b) any foreign exchange restrictions applicable to make such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the Loanincome tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of this instrument. The Lender acknowledges that the Company has taken no action in foreign jurisdictions with respect to this instrument. (i) The Lender understands that this instrument is being offered in a regulation crowdfunding offering with other DPAs, and all participants in the aforementioned offering, together, “Lenders,” will have the same rights and obligations.

Lender Representations. 6.1. Each Lender warrants severally represents that A. Its purchase of Common Shares pursuant to the Share Purchase Agreement, and its ability to acquire Preferred Shares or Common Shares pursuant to this Agreement (and for purposes of this representation, each Lender shall be treated as having acquired as of the Closing Date the maximum number of such Preferred Shares and Common Shares which can be obtained under this Agreement), will not result in any individual within the meaning of Section 856(h) of the Internal Revenue Code, owning directly or indirectly more than 9.8% of the outstanding Common Shares of the Company, as determined under Internal Revenue Code Sections 856(a)(6) and 856(h), and Internal Revenue Code Sections 542 and 544 (as those Sections are incorporated by reference into Internal Revenue Code Section 856(h)). (i) It has substantial experience in evaluating and investing in private placement transactions so that it is capable of evaluating the merits and risks of an investment in Company and has the right capacity to enter into protect its own interests in connection with the Loans and the shares issuable upon conversion of the Loans. Such Lender understands that the investment to be made in connection with the Loans or shares issuable upon conversion of the Loans is speculative and involves significant risk. Such Lender has the ability to bear the economic risk of this Agreement and that his or her performance hereof shall not violate the terms of any other agreement or the rights of any third party. investment. (ii) Such Lender is making acquiring the Loan Loans or shares issuable upon conversion of the Loans for investment for its own account, not as a nominee or agent for another, and not with a the view towards distribution. Lender has no present intention of selling, granting participation into, or otherwise distributing its returns on for resale in connection with, any "distribution" of all or any portion thereof within the Loan. Lender does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation in the Loan. 6.2. Lxxxxx represents that Lender has had an opportunity to ask questions and receive answers from the Company regarding the Company, the Picture, the business prospects meaning of the Company and the Picture, and the prospects of the Loan. Lxxxxx believes Lxxxxx has received all information Lender considers necessary or appropriate for deciding whether to make the Loan. Lxxxxx further represents that Lender has such knowledge and experience in financial or business matters that Lender can evaluate the merit and risks of the investment. 6.3. Lxxxxx understands that the Loan may be a security and, accordingly, may be subject to federal securities laws and applicable regulations, and that the Loan may be resold without registration under the Securities Act of 1933, as amended (the “"Securities Act”)") or any state securities laws. Such Lender understands that neither the Loans or shares issuable upon conversion of the Loans have been registered under the Securities Act or any state securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state securities laws which depends upon, only in certain limited circumstancesamong other things, the bona fide nature of such Lender's investment intent and the accuracy of such Lender's representations as expressed herein. Lxxxxx Such Lender also represents that Lxxxxx it has not been organized solely for the purpose of acquiring the Loans and the shares issuable upon conversion of the Loans.. (iii) It acknowledges that the Loans and shares acquired pursuant to conversion of the Loans must be held indefinitely unless the transfer thereof is familiar registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is familiar with available. Such Lender is aware of the provisions of Rule 144 promulgated under the Securities Act as presently which permit limited resale of shares purchased in effecta private placement, and understands subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about Company, the resale limitations imposed thereby occurring after the expiration of minimum holding periods after a party has purchased and by paid for the Act, and that the Company has no obligations, and no current plans security to satisfybe sold, the current information obligations sale being affected through a "broker's transaction" or in transactions directly with a "market maker" and the number of such ruleshares being sold during any three-month period not exceeding specified limitations (except as provided in Rule 144(k)). 6.4(iv) It has been provided the opportunity to discuss the transactions contemplated hereby with Company. Without in any way limiting Each Lender acknowledges receipt of Company's Annual Report on Form 10-K for the representations set forth aboveFiscal Year ended December 31, Lxxxxx further agrees not to make any disposition of 1996 and Company's Quarterly Reports on Form 10-Q for the securities that constitute the Loan unless quarters ended March 31, 1997 and until (a) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) Lender shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionJune 30, and, if reasonably requested by the Company, Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will not require registration of such shares under the Act1997. 6.5. If Lender (v) It owns assets exceeding $5,000,000 in cost or value, whichever is not a United States person, Lender hereby represents that Lender has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to make the Loanlower.