Common use of Representations and Acknowledgments Clause in Contracts

Representations and Acknowledgments. The parties hereto make the following representations and acknowledgments: (a) Neither the Units, nor the underlying securities shall, upon issuance, have been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Blue Sky or securities laws and only the Company can register such securities under the Act or under applicable State Blue Sky or securities laws. (b) Upon issuance, the Units and the underlying securities shall constitute "restricted securities" as that term is defined in Rule 144 under the Act. (c) Following issuance, neither the Units nor the underlying securities may be sold or transferred for value without registration under the Securities Act of 1933, as amended, or under applicable State blue sky or securities laws, or in the absence of an opinion of counsel acceptable to the Company that such registration is not required under such Act or Acts, and it is not anticipated that the Company will, at any time, seek to register the Units or the underlying securities under the Act or under any applicable state blue sky or securities laws. (d) Following its formation and the issuance of the Units, the Company may, from time to time, make stop transfer notations in the Company's records to assure compliance with the Act and any applicable State blue sky or securities laws. (e) In accordance with the foregoing restrictions, the parties hereby agree that a legend substantially to the effect of the following may be placed upon all certificates representing the shares and the warrants comprising the Units: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER OTHER SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (i) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (ii) THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER ANY OF SUCH ACTS." (f) The parties hereto are acquiring the Units upon issuance solely for their own account and not on behalf of any other person. (g) The parties hereto are acquiring the Units upon issuance for investment purposes and not with the present intent of reselling or otherwise distributing the Units or the underlying securities. (h) By execution of this Agreement, the parties hereto agree to execute and deliver to the Company, following its formation, any document, or do any other act or thing, which the Company may reasonably request in connection with the acquisition of the Units.

Representations and Acknowledgments. The parties hereto make the following representations and acknowledgments: (a) Neither the Units, nor the underlying securities The shares shall, upon issuance, have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Blue Sky or securities laws and only the Company can register such securities under the Act or under applicable State Blue Sky or securities laws. (b) Upon issuance, the Units and the underlying securities shares shall constitute "restricted securities" as that term is defined in Rule 144 under the Act. (c) Following issuance, neither the Units nor the underlying securities shares may not be sold or transferred for value without registration under the Securities Act of 1933, as amended, or under applicable State blue sky or securities laws, or in the absence of an opinion of counsel acceptable to the Company that such registration is not required under such Act or Acts, and it is not anticipated that the Company will, at any time, seek to register the Units or the underlying securities shares under the Act or under any applicable state blue sky or securities laws. (d) Following its formation and the issuance of the Unitsshares, the Company may, from time to time, make stop transfer notations in the Company's records to assure compliance with the Act and any applicable State blue sky or securities laws. (e) In accordance with the foregoing restrictions, the parties hereby agree that a legend substantially to the effect of the following may be placed upon all certificates representing the shares and the warrants comprising the Unitsshares: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER OTHER SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (i) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (ii) THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER ANY OF SUCH ACTS." (f) The parties hereto are acquiring the Units shares upon issuance solely for their own account and not on behalf of any other person. (g) The parties hereto are acquiring the Units shares upon issuance for investment purposes and not with the present intent of reselling or otherwise distributing the Units or the underlying securities. (h) By execution of this Agreement, the parties hereto agree to execute and deliver to the Company, following its formation, any document, or do any other act or thing, which the Company may reasonably request in connection with the acquisition of the Unitsshares.

Representations and Acknowledgments. The parties hereto make Notwithstanding the following ----------------------------------- representations and acknowledgments: acknowledgments set forth below, nothing in this Section 8 or in this Agreement shall be understood or construed as an acknowledgment or recognition by either ASCC or by the Applicant that any membership (aincluding the Membership) Neither constitutes a "security" within the Units, nor the underlying securities shall, upon issuance, have been registered under meaning of Section 2(1) of the Securities Act of 1933, as amended (the "Securities Act"), Section 3(a)(l0) of the Securities Exchange Act of 1934, as amended, or under any State state Blue Sky or securities laws law. Nonetheless, the Applicant represents that and only acknowledges the Company can register such securities under following: (a) The Applicant acknowledges that it is aware of ASCC's business, affairs and operations and has acquired sufficient information about ASCC to reach an informed and knowledgeable decision to acquire the Act or under applicable State Blue Sky or securities lawsMembership. (b) Upon issuance, the Units and the underlying securities shall constitute "restricted securities" as The Applicant acknowledges that term is defined memberships in Rule 144 ASCC have not been registered under the ActSecurities Act or registered or qualified under the securities laws of any states; that no securities administrator of any state or the Federal government has made any finding or determination relating to the fairness of a purchase of a proprietary interest in ASCC; and that no securities administrator of any state or the Federal government has recommended or endorsed any issuance or grant of memberships. (c) Following issuanceWithout limiting the generality of the provisions of Section 12 hereof, neither the Units offer nor the underlying securities may be sold or transferred for value without registration sale of such memberships has been registered under the Securities Act or the securities laws of 1933any states and the memberships may not be sold, as amendedassigned, pledged or under applicable State blue sky otherwise disposed of unless they are so registered or securities laws, or in the absence of an opinion of counsel acceptable to the Company that exemption from such registration is not required under such Act or Acts, and it is not anticipated that the Company will, at any time, seek to register the Units or the underlying securities under the Act or under any applicable state blue sky or securities lawsavailable. (d) Following The Applicant represents that it is acquiring the Membership for its formation own account, as principal, for purposes of enabling the Affiliate to engaging in sales or transfers of its receivables or interests in receivables or borrowings secured thereby, pursuant to a Receivables Sale Agreement, and not with a view to the issuance resale of the Units, the Company may, from time to time, make stop transfer notations in the Company's records to assure compliance with the Act and such membership or any applicable State blue sky or securities lawsinterest therein. (e) In accordance with The Applicant represents that it is neither an "investment company" nor a "company controlled by an investment company" within the foregoing restrictions, the parties hereby agree that a legend substantially to the effect meaning of the following may be placed upon all certificates representing Investment Company Act of 1940, as amended (the shares and the warrants comprising the Units: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER OTHER SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (i) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (ii) THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER ANY OF SUCH ACTS1940 Act")." (f) The parties hereto are acquiring the Units upon issuance solely for their own account and not on behalf of any other person. (g) The parties hereto are acquiring the Units upon issuance for investment purposes and not with the present intent of reselling or otherwise distributing the Units or the underlying securities. (h) By execution of this Agreement, the parties hereto agree to execute and deliver to the Company, following its formation, any document, or do any other act or thing, which the Company may reasonably request Applicant represents that it is an "accredited investor" as defined in connection with the acquisition Regulation D of the UnitsSecurities and Exchange Commission, 12 C.F.R. 230.501- 230.508.

Representations and Acknowledgments. The parties hereto make (a) Each Investor represents and warrants that it has, and will have at Closing, good and marketable title to its shares of Preferred Stock to be repurchased and/or converted pursuant to this Agreement, free and clear of any security interest, pledge, mortgage, lien, charge, claim or other encumbrance. (b) Each Investor represents and warrants to the following representations and acknowledgmentsCompany as follows: (ai) Neither The shares of Common Stock (other than the UnitsNB Option Shares) are being acquired for such person's own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing such securities. No other person has any right with respect to or interest in the underlying securities shallCommon Stock being acquired by such person, upon issuancenor has such person agreed to give any person any such interest or right in the future (other than the NB Option Shares). (ii) Such person understands that the shares of Common Stock being acquired in connection herewith (other than the NB Option Shares, which will be registered as of the Closing) have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or nor qualified under any State Blue Sky or securities laws and only the Company can register such securities under the Act or under applicable State Blue Sky or state securities laws, and that they are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. (biii) Upon issuanceSuch person has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment(s) contemplated by this Agreement and is able to bear the economic risk of investment in the Company (including a complete loss of investment). (iv) Such person understands that absent registration under the Securities Act and qualification under applicable state securities laws, the Units shares of Common Stock may not be transferred without an opinion of counsel reasonably satisfactory to the Company stating that an exemption from such registration and qualification is available, and such person must otherwise bear the underlying economic risk of this investment indefinitely unless such person's securities shall constitute "restricted securities" as that term are registered pursuant to the Securities Act and qualified under applicable state securities laws or an exemption from qualification is defined in Rule 144 available. (v) The social security number or employer identification number set forth under such person's name on the Actsignature pages hereto is true and correct. (c) Following issuance, neither Each Purchase Stockholder acknowledges that the Units nor the underlying securities may shares of Common Stock it receives pursuant to this Agreement will be sold or transferred for value without registration considered "Shares" under the Securities Act of 1933, as amended, or under applicable State blue sky or securities laws, or in the absence of an opinion of counsel acceptable to the Company that such registration is not required under such Act or Acts, and it is not anticipated that the Company will, at any time, seek to register the Units or the underlying securities under the Act or under any applicable state blue sky or securities lawsPurchase Stockholders Agreement. (d) Following its formation and the issuance of the Units, the Company may, from time to time, make stop transfer notations in the Company's records to assure compliance with the Act and any applicable State blue sky or securities laws. (e) In accordance with the foregoing restrictions, the parties hereby agree that a legend substantially to the effect of the following may be placed upon all certificates representing the shares and the warrants comprising the Units: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER OTHER SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (i) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (ii) THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER ANY OF SUCH ACTS." (f) The parties hereto are acquiring the Units upon issuance solely for their own account and not on behalf of any other person. (g) The parties hereto are acquiring the Units upon issuance for investment purposes and not with the present intent of reselling or otherwise distributing the Units or the underlying securities. (h) By execution of this Agreement, the parties hereto agree to execute and deliver to the Company, following its formation, any document, or do any other act or thing, which the Company may reasonably request in connection with the acquisition of the Units.

Representations and Acknowledgments. The parties hereto make the following representations Customer hereby represents, warrants, and acknowledgments:covenants that, (ai) Neither there is no restriction or limitation which may prevent it from fulfilling its obligations under this Agreement; (ii) the Units, nor extent required by the underlying securities shall, upon issuance, have been registered under the Securities Investment Advisers Act of 19331940, as amended (the "“Advisers Act"”), or under any State Blue Sky or securities laws duly registered as an investment adviser with the U.S. Securities and only Exchange Commission (the Company can register such securities “SEC”) with investment adviser notice filings duly filed in each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (iii) if the RIA is not permitted under the Advisers Act to register with the SEC, duly registered as an investment adviser with the securities regulator of each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (iv) to extent the RIA uses the Solution in connection with effecting transactions or dealing in securities, duly registered as a broker-dealer with the SEC and the securities regulator each U.S. state where Customer’s End Users for which the RIA uses the Solution are located; (v) to extent the RIA is a registered broker- dealer, a member firm in good standing of the Financial Industry Regulatory Authority (“FINRA”); (vi) it shall provide FeeX with true and accurate information as requested by FeeX including but not limited to its documented evidence of Customer’s or its Personnel’s required licenses, qualifications and/or compliance with (ii) – (v) (as applicable); (vii) Customer shall ensure that each of its Personnel have and shall have for the duration of the Term all required licenses, qualifications and are in compliance with (ii) (v) as applicable; (viii) it shall use the Services to communicate transaction instructions only to duly registered broker-dealers or to custodians or administrators that are not required, pursuant to applicable exclusions, exemptions or SEC no-action relief, to be so registered; (ix) in performing its obligations and exercising its rights under this Agreement, it will comply with all applicable laws; (x) it shall obtain, maintain and receive all necessary consents from End Users as required under applicable State Blue Sky or securities laws. (b) Upon issuance, the Units law and this Agreement and the underlying securities shall constitute "restricted securities" as that term is defined in Rule 144 under the Act. (c) Following issuance, neither the Units nor the underlying securities may be sold or transferred for value without registration under the Securities Act FeeX Terms of 1933, as amended, or under applicable State blue sky or securities laws, or in the absence of an opinion of counsel acceptable to the Company that such registration is not required under such Act or Acts, and it is not anticipated that the Company will, at any time, seek to register the Units or the underlying securities under the Act or under any applicable state blue sky or securities laws. (d) Following its formation Use and the issuance of the Units, the Company may, FeeX Privacy Policy as updated from time to time; (xi) it is solely and fully responsible for any loss, make stop transfer notations in the Company's records to assure compliance with the Act and any applicable State blue sky injury and/or damages incurred as a result or securities laws. (e) In accordance with the foregoing restrictions, the parties hereby agree that a legend substantially to the effect of the following may be placed upon all certificates representing the shares and the warrants comprising the Units: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER OTHER SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (i) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (ii) THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER ANY OF SUCH ACTS." (f) The parties hereto are acquiring the Units upon issuance solely for their own account and not on behalf of any other person. (g) The parties hereto are acquiring the Units upon issuance for investment purposes and not with the present intent of reselling or otherwise distributing the Units or the underlying securities. (h) By execution of this Agreement, the parties hereto agree to execute and deliver to the Company, following its formation, any document, or do any other act or thing, which the Company may reasonably request in connection with any decision made or action taken or not taken in reliance on such information or analytics made available through the acquisition Services, including through the Analysis; (xii) FeeX shall have no responsibility, liability or duty for the administration or management of the UnitsCustomer’s services established or administered using the Services, including without limitation any responsibility or liability towards an End User. Without limiting any of the foregoing representations, warranties or covenants, Customer represents, warrants and covenants that it has, its Personnel have, and shall maintain during the Term all registrations and licenses required by any governmental or other regulatory authority with applicable jurisdiction in connection with all businesses, operations and other activities for which Customer will use the Services and shall maintain all policies, procedures and internal control required or reasonably designed to comply with all laws, regulations, rules, and regulatory guidance and requirements that apply to the Customer and its Personnel’s intended and actual use of the Services and performance under this Agreement. The Customer shall be solely responsible for all provision of investment advice to its End Users, including without limitation all investment advice based on Customer’s use of the Services. Nothing in this Agreement shall be deemed to delegate or assign to FeeX, or to cause or obligate FeeX to assume, any duty or obligation of the Customer’s under any law or regulation or to any of the Customer’s End Users. Further, Customer acknowledges and agrees that all calculations and comparisons generated through the Customers use of the Services shall depend on the Customer’s projections, assumptions and determinations.