Common use of Purchaser Acknowledgements Clause in Contracts

Purchaser Acknowledgements. In connection with the purchase and sale of the Securities, each Purchaser understands and acknowledges to the Company that: (i) the offering and sale of the Securities has not been reviewed or approved by the Trading Market or the Commission by reason of the parties’ intention that the offering be exempt from registration under the Securities Act by virtue of the provisions of Section 4(a)(2) of the Securities Act; (ii) the Company did not offer the Securities to such Purchaser by way of general solicitation or general advertising; (iii) the issuance of the Securities has not been qualified under any state securities laws in reliance upon exemptions therefrom; (iv) the Securities have not been registered under the Securities Act and must be held indefinitely until they are subsequently registered under the Securities Act or such sale is permitted pursuant to an available exemption from such registration requirement; and (v) the certificate representing the Shares shall bear a legend in substantially the following form (a “Restrictive Legend”): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 OR ANY OTHER EXEMPTION AVAILABLE UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO ARQULE, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE LOAN OR FINANCING ARRANGEMENT SECURED BY THESE SECURITIES.” The Company acknowledges and agrees that in the event that the Restrictive Legend has ceased to be applicable to the Shares held by such Purchaser, the Company shall provide such Purchaser, at his, her or its written request, new certificates for such Shares not bearing the legend with respect to which the restriction has ceased and terminated. The Company further acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.

Purchaser Acknowledgements. In connection with the purchase and sale of the Securities, each The Purchaser understands and acknowledges to the Company that: (ia) the offering and sale of Debentures hereunder, the Securities has not been reviewed or approved by issuance of Common Stock and Warrants upon conversion thereof and the Trading Market or the Commission by reason issuance of the parties’ intention that Common Stock upon exercise of the offering Warrants, are intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of the provisions of either Section 4(a)(24(2) of the Securities Act, Regulation S promulgated under the Securities Act or Regulation D ("Regulation D") promulgated under the Securities Act and the Company's reliance on such exemption is based in part upon the representations made by the Purchaser herein; (iib) none of the Company did not offer Debentures to be issued and sold hereunder, the Common Stock and Warrants to be issued upon conversion thereof or the Common Stock to be issued upon exercise of the Warrants, has been registered under the Securities to such Purchaser by way Act or any securities or "Blue Sky" laws of general solicitation or general advertisingany state; (iiic) there is no existing public or other market for the issuance Debentures, the Warrants or the Common Stock and there can be no assurance that the Purchaser will be able to sell or dispose of any of the Securities has not been qualified under any state securities laws in reliance upon exemptions therefromDebentures, the Warrants or shares of Common Stock acquired by the Purchaser hereunder or thereunder; (ivd) neither the Debentures to be issued and sold hereunder, nor the Common Stock or Warrants issuable upon conversion thereof, nor the Common Stock issuable upon exercise of the Warrants may be offered, sold, transferred, pledged, hypothecated or otherwise assigned unless they are registered under the Securities Act or an exemption from such registration is available, in each case in accordance with any applicable securities or "Blue Sky" laws of any state; and (e) the Securities Debentures to be purchased hereunder, the certificates representing any Warrants or Common Stock acquired upon conversion thereof, the certificates representing any Common Stock issued upon exercise of the Warrants and each Debenture or certificate issued to any subsequent transferee thereof shall bear legends in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and must neither such securities nor any interest therein may be held indefinitely until they are subsequently registered offered, sold, pledged, assigned or otherwise transferred unless (1) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws or (2) the Company receives an opinion of counsel to the holder of such securities, which counsel and opinion are reasonably satisfactory to the Company, that such securities may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Act or such sale is permitted pursuant to an available exemption from such registration requirement; and (v) applicable state securities laws. Hedging transactions involving the securities represented by this certificate representing may not be conducted unless in compliance with the Shares shall bear a legend in substantially the following form (a “Restrictive Legend”): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 OR ANY OTHER EXEMPTION AVAILABLE UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO ARQULE, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE LOAN OR FINANCING ARRANGEMENT SECURED BY THESE SECURITIESAct.” The Company acknowledges and agrees that in the event that the Restrictive Legend has ceased to be applicable to the Shares held by such Purchaser, the Company shall provide such Purchaser, at his, her or its written request, new certificates for such Shares not bearing the legend with respect to which the restriction has ceased and terminated. The Company further acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.

Purchaser Acknowledgements. In connection with the purchase The Purchaser acknowledges and sale of the Securities, each Purchaser understands and acknowledges to the Company agrees that: (ia) the offering Vendor has an agency relationship with The Whistler Real Estate Company Ltd. and sale of the Securities has not been reviewed or approved by the Trading Market or the Commission by reason of the parties’ intention that the offering be exempt from registration under Vendor has reserved the Securities Act by virtue of right to use its own employees to market the provisions of Section 4(a)(2) of the Securities ActDevelopment; (iib) the Company did Deposit payment will not offer begin to bear interest until after it is deposited into the Securities Vendor’s Solicitors’ trust account which may, in the Vendor’s discretion, be after the expiry of all statutory rescission periods and that interest will accrue to such Purchaser by way the benefit of general solicitation or general advertisingthe Vendor except as otherwise expressly provided; (iiic) the issuance Completion Date may be any day up to and including the Outside Date, as extended pursuant to subsections 3(a) and 3(b) and the Purchaser releases the Vendor and its affiliates from any actions, causes of action, costs, claims, demands and liabilities arising as a result of the Securities has not been qualified under any state securities laws in reliance upon exemptions therefromdate on which the Completion Date occurs; (ivd) the Securities parking stalls and storage rooms (including any storage lockers located within the storage rooms) in the Development, including any parking stall(s) and/or storage locker(s) assigned to the Purchaser, if any, will vary in size, shape and convenience of location, and the parking stalls, storage rooms and storage lockers in the Development, including any parking stall(s) and/or storage locker(s) assigned to the Purchaser, if any, may be partially obstructed by columns, pipes, ducts, mechanical equipment, electrical equipment and other facilities, and the Purchaser will accept any parking stall(s) and storage locker(s) assigned to the Purchaser by the Vendor on an “as is, where is” basis and will have not been registered under no claim against the Securities Act Vendor in respect of any variation in the size, shape or convenience of location of such parking stall(s) and must be held indefinitely until they are subsequently registered under the Securities Act storage locker(s) or any partial obstruction of such sale is permitted pursuant to an available exemption from such registration requirementparking stall(s) and storage locker(s); and (ve) legal title to the certificate representing Strata Lot is or will be held by Resort Municipality of Whistler (the Shares shall bear a legend “Registered Owner”) as nominee, agent and bare trustee for and on behalf of the Vendor. The Purchaser agrees, notwithstanding any provisions to the contrary herein or in substantially the following form Property Law Act (a “Restrictive Legend”): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”British Columbia), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 OR ANY OTHER EXEMPTION AVAILABLE UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO ARQULE, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE LOAN OR FINANCING ARRANGEMENT SECURED BY THESE SECURITIES.” The Company acknowledges to accept the Transfer and agrees that other closing documents executed by the Registered Owner in the event that the Restrictive Legend has ceased to be applicable to the Shares held by such Purchaser, the Company shall provide such Purchaser, at his, her or its written request, new certificates for such Shares not bearing the legend with respect to which the restriction has ceased and terminated. The Company further acknowledges and agrees that the representations contained in this satisfaction of Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation 6 of the transactions contemplated herebyProperty Law Act (British Columbia).

Purchaser Acknowledgements. In (a) With respect to the Purchased Assets, the Business, or any other rights or obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or thereto, Purchaser has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, any Affiliate, or any agent, employee, attorney or other representative of Seller or by any Person representing or purporting to represent Seller that are not expressly set forth in this Agreement or in the Collateral Agreements (including the Schedules and Exhibits hereto and thereto), whether or not any such representations, warranties or statements were made in writing or orally. (b) Purchaser acknowledges that it has made its own assessment of the future of the Business and is sufficiently experienced to make an informed judgment with respect thereto. Purchaser further acknowledges that neither Seller nor any Affiliate has made any warranty, express or implied, as to the future of the Business or its profitability for Purchaser, or with respect to any forecasts, projections or business plans (collectively, “Projections”) prepared by or on behalf of Seller and delivered to Purchaser in connection with the purchase Business and sale the negotiation and the execution of the Securitiesthis Agreement, each if any. With respect to any such Projections delivered by or on behalf of Seller or any Affiliate to Purchaser, if any Purchaser understands and acknowledges to the Company that: that (i) the offering there are uncertainties inherent in attempting to make such Projections and sale of the Securities has not been reviewed or approved by the Trading Market or the Commission by reason of the parties’ intention that the offering be exempt from registration under the Securities Act by virtue of the provisions of Section 4(a)(2) of the Securities Act; (ii) it is taking full responsibility for making its own evaluation of the Company did not offer the Securities adequacy and accuracy of all such Projections furnished to such Purchaser by way of general solicitation or general advertising;it. (iiic) Purchaser acknowledges that any information disclosed by Seller in the issuance attached Schedules under any section number shall be deemed to be disclosed and incorporated into any other section number under this Agreement where such disclosure is reasonably apparent from the context of the Securities has not been qualified under any state securities laws in reliance upon exemptions therefrom; (iv) the Securities have not been registered under the Securities Act and must be held indefinitely until they are subsequently registered under the Securities Act or such sale is permitted pursuant to an available exemption from such registration requirement; and (v) the certificate representing the Shares shall bear a legend in substantially the following form (a “Restrictive Legend”): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 OR ANY OTHER EXEMPTION AVAILABLE UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO ARQULE, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE LOAN OR FINANCING ARRANGEMENT SECURED BY THESE SECURITIES.” The Company acknowledges and agrees that in the event that the Restrictive Legend has ceased disclosure exception to be applicable to such other section numbers. (d) Except as set forth in Article III hereof, Purchaser acknowledges that the Shares held by such PurchaserPurchased Assets, the Company shall provide such PurchaserBusiness, at his, her or its written request, new certificates for such Shares not bearing the legend with respect to which the restriction has ceased and terminated. The Company further acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document rights or instrument executed and/or delivered obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or thereto shall be acquired by Purchaser on an “AS IS, WHERE IS” basis and in connection with this Agreement or the consummation of the transactions contemplated herebytheir then present condition, and Purchaser shall rely solely upon its own examination thereof. IN ANY EVENT, EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, OTHER COLLATERAL AGREEMENTS OR ANCILLARY AGREEMENTS, NONE OF SELLER, ANY AFFILIATE OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AFFILIATES OR REPRESENTATIVES, AS THE CASE MAY BE, HAS MADE OR IS MAKING ANY REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE VALUE OF ANY ASSET OR BUSINESS BEING SO ACQUIRED, OR ANY WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR QUALITY, WITH RESPECT TO ANY OF THE TANGIBLE OR INTANGIBLE ASSETS BEING SO ACQUIRED, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF, OR AS TO THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.