Common use of Noteholder Representations Clause in Contracts

Noteholder Representations. PMW is issuing the Common Stock to the Noteholder in reliance upon the following representations made by the Noteholder: (a) Noteholder is an “accredited investor” within the meanings set forth in Regulation D of the Act. (b) Noteholder (i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of PMW; (ii) has received or has been provided access to all material information concerning an investment in PMW; and (iii) has been given the opportunity to obtain any additional information or documents from, and to ask questions and receive answers of, the officers, directors and representatives of PMW to the extent necessary to evaluate the merits and risks related to an investment in PMW represented by the Common Stock. (c) As a result of Noteholder’s study of the aforementioned information and Noteholder’s prior overall experience in financial matters, and Noteholder’s familiarity with the nature of businesses such as PMW, Noteholder is properly able to evaluate the capital structure of PMW, the business of PMW, and the risks inherent therein. (d) Noteholder’s investment in PMW pursuant to this Common Stock is consistent, in both nature and amount, with PMW’s overall investment program and financial condition. (e) Noteholder understands the restrictions on his ability to transfer and resale the Common Stock. Noteholder’s financial condition is such that Noteholder can afford to bear the economic risk of holding the Common Stock, and to suffer a complete loss of Noteholder’s investment in PMW represented by the Common Stock. (f) Noteholder’s principal residence is in the State of California.

Noteholder Representations. PMW is issuing the Common Stock to the Noteholder in reliance upon the following representations made by the Noteholder: (a) Noteholder is an “accredited investor” within the meanings set forth in Regulation D of the Act. (b) Noteholder (i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of PMW; (ii) has received or has been provided access to all material information concerning an investment in PMW; and (iii) has been given the opportunity to obtain any additional information or documents from, and to ask questions and receive answers of, the officers, directors and representatives of PMW to the extent necessary to evaluate the merits and risks related to an investment in PMW represented by the Common Stock. (c) As a result of Noteholder’s study of the aforementioned information and Noteholder’s prior overall experience in financial matters, and Noteholder’s familiarity with the nature of businesses such as PMW, Noteholder is properly able to evaluate the capital structure of PMW, the business of PMW, and the risks inherent therein. (d) Noteholder’s investment in PMW pursuant to this Common Stock is consistent, in both nature and amount, with PMW’s overall investment program and financial condition. (e) Noteholder understands the restrictions on his ability to transfer and resale the Common Stock. Noteholder’s financial condition is such that Noteholder can afford to bear the economic risk of holding the Common Stock, and to suffer a complete loss of Noteholder’s investment in PMW represented by the Common Stock. (f) Noteholder’s principal residence is in as set forth on the State of Californiasignature page hereto.

Noteholder Representations. PMW The Company is issuing the Common Preferred Stock to the Noteholder in reliance upon the following representations made by the Noteholder: (a) Noteholder is an “accredited investor” within the meanings set forth in Regulation D of the Act. (b) Noteholder (i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of PMWthe Company; (ii) has received or has been provided access to all material information concerning an investment in PMWthe Company; and (iii) has been given the opportunity to obtain any additional information or documents from, and to ask questions and receive answers of, the officers, directors and representatives of PMW the Company to the extent necessary to evaluate the merits and risks related to an investment in PMW the Company represented by the Common Preferred Stock. (c) As a result of Noteholder’s study of the aforementioned information and Noteholder’s prior overall experience in financial matters, and Noteholder’s familiarity with the nature of businesses such as PMWthe Company, Noteholder is properly able to evaluate the capital structure of PMWthe Company, the business of PMWthe Company, and the risks inherent therein. (d) Noteholder’s investment in PMW the Company pursuant to this Common Preferred Stock is consistent, in both nature and amount, with PMWHolder’s overall investment program and financial condition. (e) Noteholder understands the restrictions on his ability to transfer and resale the Common Stock. Noteholder’s financial condition is such that Noteholder can afford to bear the economic risk of holding the Common Preferred Stock, and to suffer a complete loss of Noteholder’s investment in PMW the Company represented by the Common Preferred Stock. (f) Noteholder’s principal residence is in as set forth on the State of Californiasignature page hereto.

Noteholder Representations. PMW The Company is issuing the Common Stock to the Noteholder in reliance upon the following representations made by the Noteholder: (a) Noteholder is an “accredited investor” within the meanings set forth in Regulation D of the Act. (b) Noteholder (i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of PMWthe Company; (ii) has received or has been provided access to all material information concerning an investment in PMWthe Company; and (iii) has been given the opportunity to obtain any additional information or documents from, and to ask questions and receive answers of, the officers, directors and representatives of PMW the Company to the extent necessary to evaluate the merits and risks related to an investment in PMW the Company represented by the Common Stock. (c) As a result of Noteholder’s study of the aforementioned information and Noteholder’s prior overall experience in financial matters, and Noteholder’s familiarity with the nature of businesses such as PMWthe Company, Noteholder is properly able to evaluate the capital structure of PMWthe Company, the business of PMWthe Company, and the risks inherent therein. (d) Noteholder’s investment in PMW the Company pursuant to this Common Stock is consistent, in both nature and amount, with PMWHolder’s overall investment program and financial condition. (e) Noteholder understands the restrictions on his ability to transfer and resale the Common Stock. Noteholder’s financial condition is such that Noteholder can afford to bear the economic risk of holding the Common Stock, and to suffer a complete loss of Noteholder’s investment in PMW the Company represented by the Common Stock. (f) Noteholder’s principal residence is in as set forth on the State of Californiasignature page hereto.