Common use of Purchaser Sophistication; Accredited Investor Clause in Contracts

Purchaser Sophistication; Accredited Investor. Intrexon (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred Shares, including investments in securities issued by the Issuer and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred Shares; (b) in connection with its decision to purchase the Preferred Shares, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Issuer contained herein; (c) is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act; (d) is acquiring the Preferred Shares for its own account for investment only and with no present intention of distributing any of the Preferred Shares or any arrangement or understanding with any other persons regarding the distribution of the Preferred Shares; (e) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred Shares; (f) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Shares except in compliance with the Securities Act and applicable state securities laws; (g) understands that the Preferred Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Issuer is relying upon the truth and accuracy of, and Intrexon’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon to acquire the Preferred Shares; (h) understands that its investment in the Preferred Shares involves a significant degree of risk, including a risk of total loss of Intrexon’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer hereunder); and (i) understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Preferred Shares.

Purchaser Sophistication; Accredited Investor. Intrexon At the time such Purchaser was offered the Securities, as of the date hereof, and on each date on which it exercises the Warrants, such Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred SharesSecurities, including investments in securities issued by the Issuer Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred SharesSecurities; (b) in connection with its decision to purchase the Preferred SharesSecurities, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Issuer Company contained herein; (c) is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act; (d) is acquiring the Preferred Shares Securities for its own account for investment only and with no present intention of distributing any of the Preferred Shares Securities or any arrangement or understanding with any other persons regarding the distribution of the Preferred SharesSecurities; (e) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred SharesSecurities; (f) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Shares Securities except in compliance with the Securities Act and applicable state securities laws; (g) understands that the Preferred Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Issuer Company is relying upon the truth and accuracy of, and Intrexonsuch Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon such Purchaser to acquire the Preferred SharesSecurities; (h) understands that its investment in the Preferred Shares Securities involves a significant degree of risk, including a risk of total loss of Intrexonsuch Purchaser’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer Company hereunder); and (i) understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Preferred SharesSecurities.

Purchaser Sophistication; Accredited Investor. Intrexon Such Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred Shares, including investments in securities issued by the Issuer Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred Shares; (b) in connection with its decision to purchase the Preferred Shares, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Issuer Company contained herein; (c) is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act; (d) is acquiring the Preferred Shares for its own account for investment only and with no present intention of distributing any of the Preferred Shares or any arrangement or understanding with any other persons regarding the distribution of the Preferred Shares; (e) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred Shares; (f) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Shares except in compliance with the Securities Act and applicable state securities laws; (g) understands that the Preferred Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Issuer Company is relying upon the truth and accuracy of, and Intrexonsuch Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon such Purchaser to acquire the Preferred Shares; (h) understands that its investment in the Preferred Shares involves a significant degree of risk, including a risk of total loss of Intrexonsuch Purchaser’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer Company hereunder); and (i) understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Preferred Shares.

Purchaser Sophistication; Accredited Investor. Intrexon At the time such Purchaser was offered the Shares and as of the date hereof, such Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred Shares, including investments in securities issued by the Issuer Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred Shares; (b) in connection with its decision to purchase the Preferred Shares, relied only upon the SEC Disclosure Documents, other publicly available informationinformation including the risks and uncertainties discussed in the Company’s most recent annual and quarterly reports filed with the SEC under the Exchange Act and the Canadian Securities Regulators and available on the Company’s profiles on EXXXX at wxx.xxx.xxx and on SEDAR at wxx.xxxxx.xxx, which risks and uncertainties are incorporated herein by reference, and the representations and warranties of the Issuer Company contained herein; (c) is an “accredited investor” pursuant to Rule 501 501(a) of Regulation D under the Securities ActAct as set forth on such Purchaser’s Accredited Investor Qualification Questionnaire; (d) is acquiring the Preferred Shares for its own account for investment purposes only and with no present intention of distributing any of the Preferred Shares or any arrangement or understanding with any other persons regarding the distribution of the Preferred SharesShares in violation of the Securities Act or any applicable state securities laws; provided, however, that such Purchaser may at all times to sell or otherwise dispose of all or any part of such Shares in compliance with the Securities Act and any applicable state securities laws; and provided, that nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Shares for any period of time; (e) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred Shares; (f) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Shares except in compliance with the Securities Act and applicable Canadian provincial and United States state securities laws; (g) understands that the Preferred Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and any applicable state securities laws, and that the Issuer Company is relying upon the truth and accuracy of, and Intrexonsuch Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon such Purchaser to acquire the Preferred Shares; (h) understands that its investment in the Preferred Shares involves a significant degree of risk, including a risk of total loss of Intrexonsuch Purchaser’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer Company hereunder); and (i) understands that no neither the SEC, or any Canadian or United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Preferred Shares.

Purchaser Sophistication; Accredited Investor. Intrexon As of the date hereof, and on each date on which it exercises the 2018 Warrants and 2019 Warrants, such Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred SharesSecurities, including investments in securities issued by the Issuer Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred SharesSecurities; (b) in connection with its decision to purchase the Preferred SharesSecurities, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Issuer Company contained herein; (c) is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act; (d) is acquiring the Preferred Shares Securities for its own account for investment only and with no present intention of distributing any of the Preferred Shares Securities or any arrangement or understanding with any other persons regarding the distribution of the Preferred SharesSecurities; (e) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred SharesSecurities; (f) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Shares Securities except in compliance with the Securities Act and applicable state securities laws; (g) understands that the Preferred Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Issuer Company is relying upon the truth and accuracy of, and Intrexonsuch Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon such Purchaser to acquire the Preferred SharesSecurities; (h) understands that its investment in the Preferred Shares Securities involves a significant degree of risk, including a risk of total loss of Intrexonsuch Purchaser’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer Company hereunder); and (i) understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Preferred SharesSecurities.

Purchaser Sophistication; Accredited Investor. Intrexon At the time such Purchaser was offered the Securities, as of the date hereof, such Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred SharesSecurities, including investments in securities issued by the Issuer Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred SharesSecurities; (b) in connection with its decision to purchase the Preferred SharesSecurities, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Issuer Company contained hereinherein and other information conveyed by the Company or its agents or representatives in connection herewith; (c) is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act; (d) is acquiring the Preferred Shares Securities for its own account for investment only as principal and with no present intention of distributing any of the Preferred Shares Securities or any arrangement or understanding with any other persons regarding the distribution of the Preferred SharesSecurities in violation of the Securities Act, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise; (e) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred SharesSecurities; (f) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Shares Securities except in compliance with pursuant to registration under, or pursuant to valid exemptions from the registration requirements of, the Securities Act and applicable state securities laws; (g) understands that the Preferred Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Issuer Company is relying upon the truth and accuracy of, and Intrexonsuch Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon such Purchaser to acquire the Preferred SharesSecurities; (h) understands that its investment in the Preferred Shares Securities involves a significant degree of risk, including a risk of total loss of Intrexonsuch Purchaser’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer Company hereunder); and (i) understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Preferred SharesSecurities. Nothing contained herein, shall be deemed a representation or warranty by such Purchaser to hold any the Securities for any minimum or other period of time.

Purchaser Sophistication; Accredited Investor. Intrexon Such Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred SharesSecurities, including investments in securities issued by the Issuer Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred SharesSecurities; (b) in connection with its decision to purchase the Preferred SharesSecurities, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Issuer Company contained herein; (c) is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act; (d) is acquiring the Preferred Shares Securities for its own account for investment only and with no present intention of distributing any of the Preferred Shares Securities or any arrangement or understanding with any other persons regarding the distribution of the Preferred SharesSecurities; (e) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred SharesSecurities; (f) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Shares Securities except in compliance with the Securities Act and applicable state securities laws; (g) understands that the Preferred Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Issuer Company is relying upon the truth and accuracy of, and Intrexonsuch Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon such Purchaser to acquire the Preferred SharesSecurities; (h) understands that its investment in the Preferred Shares Securities involves a significant degree of risk, including a risk of total loss of Intrexonsuch Purchaser’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer Company hereunder); and (i) understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Preferred SharesSecurities.

Purchaser Sophistication; Accredited Investor. Intrexon Such Purchaser (ai) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred SharesSecurities, including investments in securities issued by the Issuer Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred SharesSecurities; (bii) in connection with its decision to purchase the Preferred SharesSecurities, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Issuer Company contained herein; (ciii) is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act; (div) is acquiring the Preferred Shares Securities for its own account for investment only and with no present intention of distributing any of the Preferred Shares Securities or any arrangement or understanding with any other persons Persons regarding the distribution of the Preferred SharesSecurities; (ev) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred SharesSecurities; (fvi) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Shares Securities except in compliance with the Securities Act and applicable state securities laws; (gvii) understands that the Preferred Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Issuer Company is relying upon the truth and accuracy of, and Intrexonsuch Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon such Purchaser to acquire the Preferred SharesSecurities; (hviii) understands that its investment in the Preferred Shares Securities involves a significant degree of risk, including a risk of total loss of Intrexonsuch Purchaser’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer Company hereunder); and (iix) understands that no United States federal or state agency or any other government or governmental agency Governmental Authority has passed upon or made any recommendation or endorsement of the Preferred SharesSecurities.

Purchaser Sophistication; Accredited Investor. Intrexon At the time such Purchaser was offered the Shares and as of the date hereof, such Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred Shares, including investments in securities issued by the Issuer Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred Shares; (b) in connection with its decision to purchase the Preferred Shares, relied only upon the SEC Disclosure Documents, other publicly available informationinformation including the risks and uncertainties discussed in the Company’s most recent annual and quarterly reports filed with the SEC under the Exchange Act and the Canadian Securities Regulators and available on the Company’s profiles on EXXXX at wxx.xxx.xxx and on SEDAR at wxx.xxxxx.xxx, which risks and uncertainties are incorporated herein by reference, and the representations and warranties of the Issuer Company contained herein; (c) is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act; (d) is acquiring the Preferred Shares for its own account for investment purposes only and with no present intention of distributing any of the Preferred Shares or any arrangement or understanding with any other persons regarding the distribution of the Preferred SharesShares in violation of the Securities Act or any applicable state securities laws; provided, however, that such Purchaser may at all times to sell or otherwise dispose of all or any part of such Shares in compliance with the Securities Act and any applicable state securities laws; and provided, that nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Shares for any period of time; (e) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred Shares; (f) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Shares except in compliance with the Securities Act and applicable Canadian provincial and United States state securities laws; (g) understands that the Preferred Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and any applicable state securities laws, and that the Issuer Company is relying upon the truth and accuracy of, and Intrexonsuch Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon such Purchaser to acquire the Preferred Shares; (h) understands that its investment in the Preferred Shares involves a significant degree of risk, including a risk of total loss of Intrexonsuch Purchaser’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer Company hereunder); and (i) understands that no neither the SEC, or any Canadian or United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Preferred Shares.

Purchaser Sophistication; Accredited Investor. Intrexon At the time such Purchaser was offered the Securities, as of the date hereof, and on each date on which it exercises the Warrants, such Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred SharesSecurities, including investments in securities issued by the Issuer Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred SharesSecurities; (b) in connection with its decision to purchase the Preferred SharesSecurities, relied only upon the SEC Disclosure Documents, other publicly available information, and the representations and warranties of the Issuer Company contained herein; (c) is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act; (d) is acquiring the Preferred Shares Securities for its own account for investment only and with no present intention of distributing any of the Preferred Shares Securities or any arrangement or understanding with any other persons regarding the distribution of the Preferred SharesSecurities in violation of the Securities Act notwithstanding, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws; and provided, that nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities for any period of time ; (e) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred SharesSecurities; (f) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Shares Securities except in compliance with the Securities Act and applicable Canadian provincial and U.S. state securities laws; (g) understands that the Preferred Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Issuer Company is relying upon the truth and accuracy of, and Intrexonsuch Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon such Purchaser to acquire the Preferred SharesSecurities; (h) understands that its investment in the Preferred Shares Securities involves a significant degree of risk, including a risk of total loss of Intrexonsuch Purchaser’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer Company hereunder); and (i) understands that no United States Canadian or U.S. federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Preferred SharesSecurities.

Purchaser Sophistication; Accredited Investor. Intrexon MD Xxxxxxxx (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred Issuer Shares, including investments in securities issued by the Issuer and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred Issuer Shares; (b) in connection with its decision to purchase the Preferred Issuer Shares, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Issuer contained herein; (c) is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act; (d) is acquiring the Preferred Issuer Shares for its own account for investment only and with no present intention of distributing any of the Preferred Issuer Shares or any arrangement or understanding with any other persons regarding the distribution of the Preferred Issuer Shares; (e) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred Issuer Shares; (f) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Issuer Shares except in compliance with the Securities Act and applicable state securities laws; (g) understands that the Preferred Issuer Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Issuer is relying upon the truth and accuracy of, and IntrexonMD Anderson’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon MD Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon MD Xxxxxxxx to acquire the Preferred Issuer Shares; (h) understands that its investment in the Preferred Issuer Shares involves a significant degree of risk, including a risk of total loss of IntrexonMD Anderson’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer hereunder); and (i) understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Preferred Issuer Shares.

Purchaser Sophistication; Accredited Investor. Intrexon At the time the Purchaser was offered the Shares and as of the date hereof, the Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred Shares, including investments in securities issued by the Issuer Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred Shares; (b) in connection with its decision to purchase the Preferred Shares, relied only upon the SEC Disclosure Documents, other publicly available informationinformation including the risks and uncertainties discussed in the Company’s most recent annual and quarterly reports filed with the SEC under the Exchange Act and available on the Company’s profiles on XXXXX at xxx.xxx.xxx which risks and uncertainties are incorporated herein by reference, and the representations and warranties of the Issuer Company contained herein; (c) is an “accredited investor” pursuant to Rule 501 501(a) of Regulation D under the Securities ActAct as set forth on the Purchaser’s Accredited Investor Qualification Questionnaire; (d) is acquiring the Preferred Shares for its own account for investment purposes only and with no present intention of distributing any of the Preferred Shares or any arrangement or understanding with any other persons regarding the distribution of the Preferred SharesShares in violation of the Securities Act or any applicable state securities laws; provided, however, that the Purchaser may at all times to sell or otherwise dispose of all or any part of such Shares in compliance with the Securities Act and any applicable state securities laws; and provided, that nothing contained herein shall be deemed a representation or warranty by the Purchaser to hold the Shares for any period of time; (e) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred Shares; (f) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Shares except in compliance with the Securities Act and applicable United States state securities laws; (g) understands that the Preferred Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and any applicable state securities laws, and that the Issuer Company is relying upon the truth and accuracy of, and Intrexonthe Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon the Purchaser to acquire the Preferred Shares; (h) understands that its investment in the Preferred Shares involves a significant degree of risk, including a risk of total loss of Intrexonthe Purchaser’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer Company hereunder); and (i) understands that no neither the SEC, or any United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Preferred Shares.

Purchaser Sophistication; Accredited Investor. Intrexon At the time such Purchaser was offered the Securities, as of the date hereof, such Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred SharesSecurities, including investments in securities issued by the Issuer Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred SharesSecurities; (b) in connection with its decision to purchase the Preferred SharesSecurities, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Issuer Company contained herein; (c) is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act; (d) is acquiring the Preferred Shares Securities for its own account for investment only and with no present intention of distributing any of the Preferred Shares Securities or any arrangement or understanding with any other persons regarding the distribution of the Preferred SharesSecurities; (e) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred SharesSecurities; (f) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Shares Securities except in compliance with the Securities Act and applicable state securities laws; (g) understands that the Preferred Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Issuer Company is relying upon the truth and accuracy of, and Intrexonsuch Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon such Purchaser to acquire the Preferred SharesSecurities; (h) understands that its investment in the Preferred Shares Securities involves a significant degree of risk, including a risk of total loss of Intrexonsuch Purchaser’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer Company hereunder); and (i) understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Preferred SharesSecurities.

Purchaser Sophistication; Accredited Investor. Intrexon As of the date hereof, and on each date on which it exercises the 2018 Warrants and 2019 Warrants, the Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Preferred SharesSecurities, including investments in securities issued by the Issuer Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred SharesSecurities; (b) in connection with its decision to purchase the Preferred SharesSecurities, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Issuer Company contained herein; (c) is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act; (d) is acquiring the Preferred Shares Securities for its own account for investment only and with no present intention of distributing any of the Preferred Shares Securities or any arrangement or understanding with any other persons regarding the distribution of the Preferred SharesSecurities; (e) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Preferred SharesSecurities; (f) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Preferred Shares Securities except in compliance with the Securities Act and applicable state securities laws; (g) understands that the Preferred Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Issuer Company is relying upon the truth and accuracy of, and Intrexonthe Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon the Purchaser to acquire the Preferred SharesSecurities; (h) understands that its investment in the Preferred Shares Securities involves a significant degree of risk, including a risk of total loss of Intrexonthe Purchaser’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Issuer Company hereunder); and (i) understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Preferred SharesSecurities.