Common use of Representations and Warranties of the Lender Clause in Contracts

Representations and Warranties of the Lender. Each Lender represents and warrants to the Company that: (a) The Lender has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (b) The Lender is entering into this Purchase Agreement and acquiring the Note for the Lender’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof other than in compliance with the Securities Act of 1933, as amended (the Securities Act”) and applicable state securities laws; (c) No “Bad Actor” Disqualification Events. Neither the Lender nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members is subject to any “Disqualification Event” (as described in Rule 506(d)(1)(i)-(viii) of the Securities Act), except a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable); and (d) Each Lender understands that (i) each Note and the securities into which it is convertible have not been registered under the Securities Act by reason of its issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) each Note and its underlying securities must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, and (iii) each Note and its underlying securities will bear a legend substantially to such effect.

Representations and Warranties of the Lender. Each Lender represents and warrants to the Company that: (a) The Lender has sufficient knowledge acknowledge that the offer, issuance and experience in investing in companies similar sale to it of the Shares is intended to be exempt from the registration requirements of the Securities Act, pursuant to the Company in terms provisions of Regulation D promulgated by the Company’s stage of development so as to be able to evaluate Commission under the risks and merits of its investment in the Company and it is able financially to bear the risks thereof;Securities Act. (b) The Lender is entering into an “accredited investor,” as such term is defined in Rule 501(a) of the Commission’s General Rules and Regulations under the Securities Act. (c) Without limiting or conditioning the Representations and Warranties of the Company contained in Section 3.1 above, the Lender acknowledge that: (i) during the course of the transaction and prior to this Purchase Agreement they have received information relating to the Company; (ii) they have been given a reasonable opportunity to ask questions of and acquiring receive answers from the Note Company and its representatives concerning the Company; (iii) they have reviewed the SEC Reports of the Company; and (iv) they have the requisite knowledge and experience in financial business matters to be capable of evaluating the merits and risks of investing in the Company; (d) It is the present intention of the Lender that the Shares being acquired by the Lender are for the Lender’s own account for accounts of the purpose of investment Lender or their designee and not with a present view to or for sale in connection with any distribution thereof other than in compliance with the Securities Act of 1933, as amended (the Securities Act”) and applicable state securities laws; (c) No “Bad Actor” Disqualification Eventsthereof. Neither the The Lender nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members is subject to any “Disqualification Event” (as described in Rule 506(d)(1)(i)-(viii) of the Securities Act), except a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable); and (d) Each Lender understands that understand that: (i) each Note and the securities into which it is convertible have issuance of the Shares to the Lender has not been registered under the Securities Act by reason of its issuance Act; (ii) they may not sell, pledge, hypothecate or otherwise transfer the Shares or any interest therein except in a transaction which is registered under the Securities Act or which is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) each Note and its underlying securities must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, ; and (iii) each Note The Company will make a notation on the certificate evidencing the Shares and shall instruct its underlying securities will bear a legend substantially transfer agent to such effect.