Common use of Representation by the Holder Clause in Contracts

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. The Holder covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will (i) directly or indirectly pledge or otherwise transfer or assign to a third party this Warrant (in whole or in part) or any of the Warrant Shares issuable upon exercise as security for a margin loan or other loan at any time prior to the earliest of (A) the date the Common Stock of the Company is listed for trading on a national securities exchange, (B) the date the Common Stock of the Company is quoted on an automated quotation system, (C) the date the Common Stock of the Company listed or quoted for trading on the OTC Bulletin Board, or (D) the date prices for the Common Stock of the Company are first reported in the “Pink Sheets” published by OTC Link LLC (or a similar organization or agency succeeding to its functions of reporting prices) or (ii) engage in any transactions in the Common Stock or other securities of the Company (including Short Sales (as defined below)) the intent and purpose of which is to cause a decrease in the price of such Common Stock or other securities on any Trading Market, the OTC Bulletin Board, or other market on which such Common Stock or other securities is then listed or quoted. For purposes of this Section 4(e), the term “Short Sales” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities ActAct .. Notwithstanding the foregoing, i t is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed, to desist from purchasing or selling, long and/or short, 2097040 20382.00002 securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Warrant Shares for any specified term. The Company further understands and acknowledges that the Holder covenants may engage in hedging and/or trading activities at various times during the period that neither it nor any person acting on its behalf or pursuant to any understanding with it will (i) directly or indirectly pledge or otherwise transfer or assign to a third party this the Warrant (in whole or in part) or any Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares issuable upon exercise as security for a margin loan or other loan at any time prior to are being determined and such hedging and/or trading activities, if any, can reduce the earliest of (A) the date the Common Stock value of the existing shareholder’s equity interest in the Company is listed for both at and after the time the hedging and/or trading activities are being conducted. Based on a national securities exchange, (B) the date the Common Stock foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the issuance of this Warrant to be integrated with prior offerings by the Company is quoted on an automated quotation system, (C) the date the Common Stock for purposes of the Company listed or quoted for trading on the OTC Bulletin Board, or (D) the date prices for the Common Stock of Securities Act which would prevent the Company are first reported in from issuing the “Pink Sheets” published by OTC Link LLC (or a similar organization or agency succeeding Warrant pursuant to its functions of reporting prices) or (ii) engage in any transactions in the Common Stock or other securities of the Company (including Short Sales (as defined below)) the intent Regulation D and purpose of which is to cause a decrease in the price of such Common Stock or other securities on any Trading Market, the OTC Bulletin Board, or other market on which such Common Stock or other securities is then listed or quoted. For purposes of this Section 4(e), the term “Short Sales” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO 506 thereof under the Securities Exchange Act nor will the Company or any of 1934, as amended, its affiliates or subsidiaries take any action or steps that would cause the issuance of this Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation D and all types Rule 506 thereof under the Securities Act or otherwise prevent a completed offering of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokersSecurities hereunder.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is an accredited investor (as defined under Regulation D under the Securities Act) and is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. The Holder covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will (i) directly or indirectly pledge or otherwise transfer or assign to a third party this Warrant (in whole or in part) or any of the Warrant Shares issuable upon exercise as security for a margin loan or other loan at any time prior to the earliest of (A) the date the Common Stock of the Company is listed for trading on a national securities exchange, (B) the date the Common Stock of the Company is quoted on an automated quotation system, (C) the date the Common Stock of the Company listed or quoted for trading on the OTC Bulletin Board, or (D) the date prices for the Common Stock of the Company are first reported in the “Pink Sheets” published by OTC Link LLC (or a similar organization or agency succeeding to its functions of reporting prices) or (ii) engage in any transactions in the Common Stock or other securities of the Company (including Short Sales (as defined below)) the intent and purpose of which is to cause a decrease in the price of such Common Stock or other securities on any Trading Market, the OTC Bulletin Board, or other market on which such Common Stock or other securities is then listed or quoted. For purposes of this Section 4(e), the term “Short Sales” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities ActAct .. Notwithstanding the foregoing, i t is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed, to desist from purchasing or selling, long and/or short, 2097042 20382.00002 securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Warrant Shares for any specified term. The Company further understands and acknowledges that the Holder covenants may engage in hedging and/or trading activities at various times during the period that neither it nor any person acting on its behalf or pursuant to any understanding with it will (i) directly or indirectly pledge or otherwise transfer or assign to a third party this the Warrant (in whole or in part) or any Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares issuable upon exercise as security for a margin loan or other loan at any time prior to are being determined and such hedging and/or trading activities, if any, can reduce the earliest of (A) the date the Common Stock value of the existing shareholder’s equity interest in the Company is listed for both at and after the time the hedging and/or trading activities are being conducted. Based on a national securities exchange, (B) the date the Common Stock foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the issuance of this Warrant to be integrated with prior offerings by the Company is quoted on an automated quotation system, (C) the date the Common Stock for purposes of the Company listed or quoted for trading on the OTC Bulletin Board, or (D) the date prices for the Common Stock of Securities Act which would prevent the Company are first reported in from issuing the “Pink Sheets” published by OTC Link LLC (or a similar organization or agency succeeding Warrant pursuant to its functions of reporting prices) or (ii) engage in any transactions in the Common Stock or other securities of the Company (including Short Sales (as defined below)) the intent Regulation D and purpose of which is to cause a decrease in the price of such Common Stock or other securities on any Trading Market, the OTC Bulletin Board, or other market on which such Common Stock or other securities is then listed or quoted. For purposes of this Section 4(e), the term “Short Sales” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO 506 thereof under the Securities Exchange Act nor will the Company or any of 1934, as amended, its affiliates or subsidiaries take any action or steps that would cause the issuance of this Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation D and all types Rule 506 thereof under the Securities Act or otherwise prevent a completed offering of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokersSecurities hereunder.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities ActAct .. Notwithstanding the foregoing, i t is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Warrant Shares for any specified term. The Company further understands and acknowledges that the Holder covenants may engage in hedging and/or trading activities at various times during the period that neither it nor any person acting on its behalf or pursuant to any understanding with it will (i) directly or indirectly pledge or otherwise transfer or assign to a third party this the Warrant (in whole or in part) or any Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares issuable upon exercise as security for a margin loan or other loan at any time prior to are being determined and such hedging and/or trading activities, if any, can reduce the earliest of (A) the date the Common Stock value of the existing shareholder’s equity interest in the Company is listed for both at and after the time the hedging and/or trading activities are being conducted. 2097021 20382.00002 Based on a national securities exchange, (B) the date the Common Stock foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the issuance of this Warrant to be integrated with prior offerings by the Company is quoted on an automated quotation system, (C) the date the Common Stock for purposes of the Company listed or quoted for trading on the OTC Bulletin Board, or (D) the date prices for the Common Stock of Securities Act which would prevent the Company are first reported in from issuing the “Pink Sheets” published by OTC Link LLC (or a similar organization or agency succeeding Warrant pursuant to its functions of reporting prices) or (ii) engage in any transactions in the Common Stock or other securities of the Company (including Short Sales (as defined below)) the intent Regulation D and purpose of which is to cause a decrease in the price of such Common Stock or other securities on any Trading Market, the OTC Bulletin Board, or other market on which such Common Stock or other securities is then listed or quoted. For purposes of this Section 4(e), the term “Short Sales” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO 506 thereof under the Securities Exchange Act nor will the Company or any of 1934, as amended, its affiliates or subsidiaries take any action or steps that would cause the issuance of this Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation D and all types Rule 506 thereof under the Securities Act or otherwise prevent a completed offering of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokersSecurities hereunder.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities ActAct .. Notwithstanding the foregoing, i t is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed, to desist from purchasing or selling, long and/or short, 2097043 20382.00002 securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Warrant Shares for any specified term. The Company further understands and acknowledges that the Holder covenants may engage in hedging and/or trading activities at various times during the period that neither it nor any person acting on its behalf or pursuant to any understanding with it will (i) directly or indirectly pledge or otherwise transfer or assign to a third party this the Warrant (in whole or in part) or any Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares issuable upon exercise as security for a margin loan or other loan at any time prior to are being determined and such hedging and/or trading activities, if any, can reduce the earliest of (A) the date the Common Stock value of the existing shareholder’s equity interest in the Company is listed for both at and after the time the hedging and/or trading activities are being conducted. Based on a national securities exchange, (B) the date the Common Stock foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the issuance of this Warrant to be integrated with prior offerings by the Company is quoted on an automated quotation system, (C) the date the Common Stock for purposes of the Company listed or quoted for trading on the OTC Bulletin Board, or (D) the date prices for the Common Stock of Securities Act which would prevent the Company are first reported in from issuing the “Pink Sheets” published by OTC Link LLC (or a similar organization or agency succeeding Warrant pursuant to its functions of reporting prices) or (ii) engage in any transactions in the Common Stock or other securities of the Company (including Short Sales (as defined below)) the intent Regulation D and purpose of which is to cause a decrease in the price of such Common Stock or other securities on any Trading Market, the OTC Bulletin Board, or other market on which such Common Stock or other securities is then listed or quoted. For purposes of this Section 4(e), the term “Short Sales” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO 506 thereof under the Securities Exchange Act nor will the Company or any of 1934, as amended, its affiliates or subsidiaries take any action or steps that would cause the issuance of this Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation D and all types Rule 506 thereof under the Securities Act or otherwise prevent a completed offering of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokersSecurities hereunder.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities ActAct .. Notwithstanding the foregoing, i t is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed, to desist from purchasing or selling, long and/or short, 2097041 20382.00002 securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Warrant Shares for any specified term. The Company further understands and acknowledges that the Holder covenants may engage in hedging and/or trading activities at various times during the period that neither it nor any person acting on its behalf or pursuant to any understanding with it will (i) directly or indirectly pledge or otherwise transfer or assign to a third party this the Warrant (in whole or in part) or any Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares issuable upon exercise as security for a margin loan or other loan at any time prior to are being determined and such hedging and/or trading activities, if any, can reduce the earliest of (A) the date the Common Stock value of the existing shareholder’s equity interest in the Company is listed for both at and after the time the hedging and/or trading activities are being conducted. Based on a national securities exchange, (B) the date the Common Stock foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the issuance of this Warrant to be integrated with prior offerings by the Company is quoted on an automated quotation system, (C) the date the Common Stock for purposes of the Company listed or quoted for trading on the OTC Bulletin Board, or (D) the date prices for the Common Stock of Securities Act which would prevent the Company are first reported in from issuing the “Pink Sheets” published by OTC Link LLC (or a similar organization or agency succeeding Warrant pursuant to its functions of reporting prices) or (ii) engage in any transactions in the Common Stock or other securities of the Company (including Short Sales (as defined below)) the intent Regulation D and purpose of which is to cause a decrease in the price of such Common Stock or other securities on any Trading Market, the OTC Bulletin Board, or other market on which such Common Stock or other securities is then listed or quoted. For purposes of this Section 4(e), the term “Short Sales” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO 506 thereof under the Securities Exchange Act nor will the Company or any of 1934, as amended, its affiliates or subsidiaries take any action or steps that would cause the issuance of this Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation D and all types Rule 506 thereof under the Securities Act or otherwise prevent a completed offering of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokersSecurities hereunder.