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

Representations and Warranties of the Members. Unless otherwise set forth in an agreement between the Company and a Member, each Member severally (and not jointly) represents and warrants to the Company and each other Member as of the date of such Member’s admittance to the Company that (i) to the extent it is not a natural person, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporate, limited liability company, partnership, trust or other applicable power and authority to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; (iii) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity (whether applied in a Proceeding in a court of law or equity); (iv) its authorization, execution, delivery, and performance of this Agreement does not breach or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; and (v) it: (A) has been furnished with such information about the Company and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Interest herein, (C) has adequate means of providing for its current needs and possible contingencies, is able to bear the economic risks of this investment and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur, (D) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company, (E) is, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act, and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except in accordance with the terms of this Agreement and pursuant to an effective Registration Statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Laws.

Representations and Warranties of the Members. Unless otherwise set forth in an agreement between the Company and a Member, each Each Member severally (and not jointly) represents and warrants to the Company and each the other Member as of the date of Members that such Member’s admittance to : (a) if the Company that (i) to the extent it Member is not a natural personcorporation, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporatepartnership, limited liability company, partnershiptrust, trust employee benefit plan, individual retirement account, Xxxxx plan or other applicable power entity, such Person is authorized and authority qualified to become a Member in the Company; and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; (iii) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity ; (whether applied in a Proceeding in a court of law or equity); (iv) its authorization, execution, delivery, and performance of this Agreement does not breach or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; and (v) it: (Ab) has been furnished with such information about sufficient financial strength to hold its Membership Units in the Company as an investment and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Interest herein, (C) has adequate means of providing for its current needs and possible contingencies, is able to bear the economic risks of this that investment and has a sufficient net worth to sustain a (including possible complete loss of such investment) for an indefinite period of time; (c) at the time he or she became a Member had a pre-existing personal or business relationship with the Company or one or more of its entire Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting his, her or its own interests in connection with this investment; (d) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Member of his, her or its Membership Units; (f) has acquired his, her or its Membership Units in the event Company for his, her or its own account, for investment, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof; and no other Person will have any direct or indirect beneficial interest in or right to such loss should occur, Membership Units; (Dg) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transfer, or pledge all or any portion of his, her or its Membership Units in the Company; and has no current plans to enter into any such knowledge contract, undertaking, understanding, agreement, or arrangement; and (h) has been afforded full and experience in complete access to the books, financial statements, records, contracts, documents and business other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to be capable of evaluating evaluate the merits and risks of an the investment in the Company, (E) is, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act, and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except in accordance with the terms of this Agreement and pursuant to an effective Registration Statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Lawscontemplated herein.

Representations and Warranties of the Members. Unless otherwise set forth in an agreement between As of the Company and a Memberdate hereof, each Member severally (and not jointly) represents and warrants to the Company and each the other Member as of the date of Members that such Member’s admittance to : (a) if the Company that (i) to the extent it Member is not a natural personcorporation, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporatepartnership, limited liability company, partnershiptrust, trust employee benefit plan, individual retirement account, or other applicable power entity, such Person is duly organized in the jurisdiction or its organization and authority is authorized to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; Agreement; (iii) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity (whether applied in a Proceeding in a court of law or equity); (iv) its authorization, execution, delivery, and performance of this Agreement does not breach or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; and (v) it: (Ab) has been furnished with such information about the Company and the sufficient financial strength to hold its Percentage Interest as that Member has requested, (B) has made its own independent inquiry an investment and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Interest herein, (C) has adequate means of providing for its current needs and possible contingencies, is able to bear the economic risks of this that investment and has a sufficient net worth to sustain a (including possible complete loss of such investment); (c) by reason of its entire business or financial experience, or by reason of the business or financial experience of its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting its own interests in the event such loss should occur, connection with this investment; (Dd) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such knowledge party’s respective counsel, that each is fully aware of the contents hereof and experience its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Member of its Percentage Interest; (f) has acquired its Percentage Interest for its own account, for investment, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof; and no other Person has any direct or indirect beneficial interest in or right to such Percentage Interest; (g) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, Transfer, or pledge all or any portion of its Percentage Interest; and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; (h) has been afforded full and complete access to the books, financial statements, records, contracts, documents and business other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as it has deemed necessary or desirable, and has been given all such information as has been requested, in order to be capable of evaluating evaluate the merits and risks of an the investment in the Company, contemplated herein; (Ei) is, or it is controlled by, (i) an “accredited investor,” as that term is defined in Rule 501(a) Regulation D of Regulation D, promulgated under the Securities Act, (ii) a “qualified purchaser” under Section 3(c)(7) of the Investment Company Act of 1940, as amended, (iii) holding its Percentage Interest for its own account and not for the account of any other person and (Fiv) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except a “U.S. Person” as defined in accordance with the terms Regulation S of this Agreement and pursuant to an effective Registration Statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Laws.Act;

Representations and Warranties of the Members. Unless otherwise set forth in an agreement between the Company and a Member, each Each Member severally (and not jointly) represents and warrants to the Company and each the other Member as of the date of Members that such Member’s admittance to : (a) if the Company that (i) to the extent it Member is not a natural personcorporation, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporatepartnership, limited liability company, partnershiptrust, trust employee benefit plan, individual retirement account, Kxxxx plan or other applicable power entity, such Person is authorized and authority qualified to become a Member in the Company; and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; (iii) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity ; (whether applied in a Proceeding in a court of law or equity); (iv) its authorization, execution, delivery, and performance of this Agreement does not breach or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; and (v) it: (Ab) has been furnished with such information about sufficient financial strength to hold its Membership Interests in the Company as an investment and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Interest herein, (C) has adequate means of providing for its current needs and possible contingencies, is able to bear the economic risks of this that investment and has a sufficient net worth to sustain a (including possible complete loss of its entire such investment) for an indefinite period of time; (c) is capable of evaluating the risks and merits of an investment in the Company and of protecting its own interests in connection with this investment; (d) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Member of its Membership Interests; (f) has acquired its Membership Interests in the event such loss should occurCompany for his, her or its own account, for investment, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof; (Dg) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transfer, or pledge all or any portion of his, her or its Membership Interests in the Company; and has no current plans to enter into any such knowledge contract, undertaking, understanding, agreement, or arrangement; and (h) has been afforded full and experience in complete access to the books, financial statements, records, contracts, documents and business other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to be capable of evaluating evaluate the merits and risks of an the investment in the Company, (E) is, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act, and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except in accordance with the terms of this Agreement and pursuant to an effective Registration Statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Lawscontemplated herein.

Representations and Warranties of the Members. Unless otherwise set forth (a) By execution and delivery of this Agreement or a joinder agreement in an agreement between substantially the Company and a form attached to this Agreement as Exhibit B, as applicable, each of the Members, whether admitted as of the date hereof or as Additional Member, each Member severally (and not jointly) represents and warrants to the Company and each acknowledges that: (b) The Units have not been registered under the Securities Act or the securities laws of any other Member as jurisdiction, are issued in reliance upon federal and state exemptions for transactions not involving a public offering and cannot be disposed of the date of such Member’s admittance to the Company that unless (i) to the extent it is not a natural person, it is duly formed, validly existing and in good standing they are subsequently registered or exempted from registration under the Laws of the jurisdiction of its formation, Securities Act and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporate, limited liability company, partnership, trust or other applicable power and authority to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance provisions of this Agreement by that Member have been duly taken; complied with; (iiic) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity (whether applied in a Proceeding in a court of law or equity); (iv) its authorization, execution, delivery, and performance of this Agreement does not breach or conflict with or constitute a default under (A) such Such Member’s charter Units are being acquired for its own account solely for investment and not with a view to resale or other governing documents to distribution thereof; (d) Such Member has conducted its own independent review and analysis of the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; business, operations, assets, liabilities, results of operations, financial condition and (v) it: (A) has been furnished with such information about prospects of the Company and its Subsidiaries and such Member acknowledges that it has been provided adequate access to the Interest as that Member has requestedpersonnel, (B) has made its own independent inquiry properties, premises and investigation into, and based thereon has formed an independent judgment concerning, records of the Company and its Subsidiaries for such Member’s Interest hereinpurpose; (e) The determination of such Member to acquire Units has been made by such Member independent of any other Member and independent of any statements or opinions as to the advisability of such purchase or as to the business, (C) has adequate means operations, assets, liabilities, results of providing for its current needs operations, financial condition and possible contingencies, is able to bear the economic risks prospects of this investment and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur, and its Subsidiaries that may have been made or given by any other Member or by any agent or employee of any other Member; (Df) Such Member has such knowledge and experience in financial and business matters as to be and is capable of evaluating the merits and risks of an investment in the CompanyCompany and making an informed decision with respect thereto; (g) Such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (h) The execution, delivery and performance of this Agreement have been duly authorized by such Member and do not require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a default in any material respect under any provision of any law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound; (Ei) isThis Agreement is valid, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act, binding and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except enforceable against such Member in accordance with its terms, except as may be limited by Bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles (regardless of whether considered at law or in equity); and (j) Neither the terms issuance of this Agreement any Units to any Member nor any provision contained herein will entitle the Member to remain in the employment of the Company or any its Subsidiaries or affect the right of the Company or any of its Subsidiaries to terminate the Member’s employment at any time for any reason, other than as otherwise provided in such Member’s employment agreement or other similar agreement with the Company or any of its Subsidiaries, if applicable. None of the foregoing shall replace, diminish or otherwise adversely affect any Member’s representations and pursuant to an effective Registration Statement under the Securities Act warranties made by it in any unit purchase agreement, subscription agreement or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Lawsaward agreement, as applicable.

Representations and Warranties of the Members. Unless otherwise set forth in an agreement between the Company and a Member, each Each Member severally (and not jointly) represents and warrants to the Company and each the other Member as of the date of Members that such Member’s admittance to : (a) if the Company that (i) to the extent it Member is not a natural personcorporation, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporatepartnership, limited liability company, partnershiptrust, trust employee benefit plan, individual retirement account, Keogh plan or other applicable power entity, such Person is authorized and authority qualified to xxxxme a Member in the Company; and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; (iii) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity ; (whether applied in a Proceeding in a court of law or equity); (iv) its authorization, execution, delivery, and performance of this Agreement does not breach or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; and (v) it: (Ab) has been furnished with such information about sufficient financial strength to hold its Membership Units in the Company as an investment and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Interest herein, (C) has adequate means of providing for its current needs and possible contingencies, is able to bear the economic risks of this that investment and has a sufficient net worth to sustain a (including possible complete loss of such investment) for an indefinite period of time; (c) at the time he or she became a Member had a pre-existing personal or business relationship with the Company or one or more of its entire Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting his, her or its own interests in connection with this investment; (d) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company's sale to such Member of his, her or its Membership Units; (e) has acquired his, her or its Membership Units in the event Company for his, her or its own account, for investment, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof; and no other Person will have any direct or indirect beneficial interest in or right to such loss should occur, Membership Units; (Df) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transfer, or pledge all or any portion of his, her or its Membership Units in the Company; and has no current plans to enter into any such knowledge contract, undertaking, understanding, agreement, or arrangement; and (g) has been afforded full and experience in complete access to the books, financial statements, records, contracts, documents and business other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company's agents, accountants and other representatives concerning the Company's proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to be capable of evaluating evaluate the merits and risks of an the investment in the Company, (E) is, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act, and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except in accordance with the terms of this Agreement and pursuant to an effective Registration Statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Lawscontemplated herein.

Representations and Warranties of the Members. Unless otherwise set forth in an agreement between the Company and a Member, each Each Member severally (and not jointly) represents and warrants to the Company and each other Member as of the date of such Member’s admittance to the Company that that: (ia) to the extent it is not a natural person, it It is duly formedorganized, validly existing and in good standing under the Laws laws of the jurisdiction state of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business organization; (if not formed in such jurisdiction); (iib) to the extent it is not a natural person, it It has full corporate, limited liability company, partnership, trust or other applicable all requisite power and authority to execute enter into this Agreement; the execution and deliver delivery by such Member of this Agreement and to perform its obligations hereunder and the consummation by such Member of the transactions contemplated hereby have been duly authorized by all necessary actions and appropriate action on the part of such Member; and this Agreement has been duly and validly executed and delivered by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for such Member and constitutes (assuming the due authorization, execution, and valid execution and delivery and performance of this Agreement by that Member have been duly taken; (iii) it has duly executed the other Members), the legal, valid and delivered this Agreementbinding obligations of each Member, and this Agreement is enforceable against such each Member in accordance with its terms; (c) There is no litigation pending or, subject to bankruptcythe best knowledge of such Member, moratoriumthreatened against such Member which has a reasonable likelihood of materially and adversely affecting the operations, insolvency and other Laws generally affecting creditors’ rights and general principles properties or business of equity the Company or any of such Member’s obligations under this Agreement; (whether applied in a Proceeding in a court of law or equity); (ivd) its authorization, The execution, delivery, delivery and performance by such Member of this Agreement does will not result in a breach of any of the terms, provisions, or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) conditions of any material obligation under any other material agreement or arrangement to which that such Member is a party which has a reasonable likelihood of materially and adversely affecting the operations, properties or by which it is bound; and (v) it: (A) has been furnished with such information about business of the Company and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and or such Member’s Interest herein, obligations under this Agreement; (Ce) has adequate means of providing for its current needs The execution and possible contingencies, is able to bear the economic risks of this investment and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event delivery by such loss should occur, (D) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company, (E) is, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act, and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except in accordance with the terms Member of this Agreement and pursuant the formation of the Company as a limited liability company does not require any approval, permits, consents, or waivers which have not already been obtained; (f) The execution and delivery by such Member of this Agreement and the formation of the Company as a limited liability company does not require any filing by such Member with, or approval or consent of, any governmental authority which has not already been made or obtained, except the filing of the Certificate of Formation in the office of the Secretary of State of the State of Delaware; and (g) There are no claims, either administrative or judicial, at law or in equity, pending or, to an effective Registration Statement the knowledge of such Member, threatened against it which could, if continued, have a material adverse affect on the business, operations, properties, assets or condition (financial or otherwise) of such Member, or the ability of such Member to perform its obligations under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Lawsthis Agreement.

Representations and Warranties of the Members. Unless otherwise set forth in an agreement between the Company and a Member, each Each Member severally (and not jointly) --------------------------------------------- represents and warrants to the Company and each other Member as of the date of such Member’s admittance to the Company that that: (ia) to the extent it is not a natural person, it It is duly formedorganized, validly existing and in good standing under the Laws laws of the jurisdiction state of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business organization; (if not formed in such jurisdiction); (iib) to the extent it is not a natural person, it It has full corporate, limited liability company, partnership, trust or other applicable all requisite power and authority to execute enter into this Agreement; the execution and deliver delivery by such Member of this Agreement and to perform its obligations hereunder and the consummation by such Member of the transactions contemplated hereby have been duly authorized by all necessary actions and appropriate action on the part of such Member; and this Agreement has been duly and validly executed and delivered by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for such Member and constitutes (assuming the due authorization, execution, and valid execution and delivery and performance of this Agreement by that Member have been duly taken; (iii) it has duly executed the other Members), the legal, valid and delivered this Agreementbinding obligations of each Member, and this Agreement is enforceable against such each Member in accordance with its terms; (c) There is no litigation pending or, subject to bankruptcythe best knowledge of such Member, moratoriumthreatened against such Member which has a reasonable likelihood of materially and adversely affecting the operations, insolvency and other Laws generally affecting creditors’ rights and general principles properties or business of equity the Company or any of such Member's obligations under this Agreement; (whether applied in a Proceeding in a court of law or equity); (ivd) its authorization, The execution, delivery, delivery and performance by such Member of this Agreement does will not result in a breach of any of the terms, provisions or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) conditions of any material obligation under any other material agreement or arrangement to which that such Member is a party which has a reasonable likelihood of materially and adversely affecting the operations, properties or by which it is bound; and (v) it: (A) has been furnished with such information about business of the Company or such Member's obligations under this Agreement; (e) The execution and delivery by such Member of this Agreement and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, formation of the Company and such Member’s Interest hereinas a limited liability company does not require any filing by it with, (C) or approval or consent of, any governmental authority which has adequate means not already been made or obtained, except the filing of providing for its current needs and possible contingencies, is able to bear the economic risks Certificate of this investment and has a sufficient net worth to sustain a loss Formation of its entire investment in the Company in the event office of the Secretary of State of the State of Delaware; and (f) There are no claims, either administrative or judicial, at law or in equity, pending or, to the knowledge of such loss should occurMember, threatened against it which could, if continued, have a material adverse affect on the business, operations, properties, assets or condition (Dfinancial or otherwise) has of such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company, (E) isMember, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) the ability of Regulation D, promulgated such Member to perform its obligations under the Securities Act, and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except in accordance with the terms of this Agreement and pursuant to an effective Registration Statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities LawsAgreement.

Representations and Warranties of the Members. Unless otherwise set forth in an agreement between the Company and a Member, each Each Member severally (and not jointly) represents and warrants to the Company and each other Member as of the date of hereof that: (a) if such Member’s admittance to the Company that (i) to the extent Member is a corporation, it is not duly organized, validly existing, and in good standing under the Law of the state of its incorporation; (b) if such Member is a natural personlimited liability company, it is duly organized, validly existing, and (if applicable) in good standing under the Law of the state of its organization; (c) if such Member is an Entity other than a corporation or limited liability company, it is duly formed, validly existing existing, and (if applicable) in good standing under the Laws Law of the jurisdiction state of its formationformation and the representations and warranties in clauses (a) and (b) above, if applicable, are true and correct with respect to each partner (other than limited partners), trustee, or other member thereof; (d) if required by Law such Member is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural personan Entity, it has full corporate, limited liability company, partnership, trust trust, or other applicable power and authority to execute execute, deliver and deliver agree to this Agreement and to perform its obligations hereunder and all necessary actions by the its board of directors, shareholders, managers, members, partners, trustees, beneficiaries beneficiaries, or other Persons necessary for the due authorization, execution, delivery delivery, and performance of this Agreement by that Member have been duly taken; ; (iiie) it if such Member is an individual, he or she has full legal capacity to execute, deliver and agree to this Agreement and to perform his or her obligations hereunder; (f) such Member has duly executed and delivered this Agreement, and this Agreement is enforceable against ; (g) such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity (whether applied in a Proceeding in a court of law or equity); (iv) its Member’s authorization, execution, delivery, and performance of this Agreement does do not breach or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; ; (h) such Member acquired its Membership Interest for its own account, for investment only and not with a view to the distribution thereof, except to the extent provided in or contemplated by this Agreement; (vi) it: such Member recognizes that (i) the Membership Interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from such registration, and agrees that it will not sell, offer for sale, Transfer, pledge or hypothecate its Membership Interests, in whole or in part, (A) has been furnished with in the absence of an effective registration statement covering such information about Membership Interests under the Company Securities Act, unless such sale, offer of sale, Transfer, pledge or hypothecation is exempt from registration for any proposed sale and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation intoexcept in compliance with all applicable provisions of this Agreement, and based thereon has formed (ii) the restrictions on Transfer imposed by this Agreement may severely affect the liquidity of an independent judgment concerning, investment in the Company and Membership Interests; and (j) such Member’s Interest hereinMember (i) is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act, (Cii) has adequate means of providing for its current needs and possible contingencies, is able in such a financial situation that it can afford to bear the economic risks risk of this investment holding the Membership Interests for an indefinite period of time and has a sufficient net worth to sustain a suffer complete loss of its entire investment in the Company in the event such loss should occurMembership Interests, and (Diii) has such knowledge is knowledgeable and experience experienced in financial and business matters as to be such that it is capable of evaluating the merits and risks of an investment in its purchase of the Company, (E) is, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act, and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except in accordance with the terms of this Agreement and pursuant to an effective Registration Statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities LawsMembership Interests.

Representations and Warranties of the Members. Unless otherwise set forth in an agreement between the Company and a Member, each Each Member severally (and not jointly) hereby represents and warrants to the Company other Members that the following are true and each other correct: (a) such Member as of the date of such Member’s admittance to the Company that (i) to the extent it is not a natural person, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporate, limited liability company, partnership, trust or other applicable power and authority to execute execute, deliver, and deliver perform this Agreement and to perform in accordance with its obligations hereunder terms and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; (iii) it has duly executed and delivered this Agreementapplicable laws, and this Agreement is constitutes the valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, subject ; (b) no Event of Bankruptcy has occurred with respect to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity such Member; (whether applied in c) such Member is a Proceeding in a court of law or equity); (iv) its authorization, execution, delivery, and performance of this Agreement does not breach or conflict with or constitute a default under (A) resident at the address set forth on such Member’s charter or other governing documents to the extent it is not a natural person or counterpart signature page attached hereto; (Bd) any material obligation under any other material agreement or arrangement to which that such Member is a party or by which it is bound; and (v) it: (A) has been furnished with such information about the Company and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Interest herein, (C) has adequate means of providing for its current needs and possible contingencies, is financially able to bear the economic risks risk of the Member’s investment in the Company, including the total loss thereof; (e) such Member acknowledges that the Units have not been registered under the Securities Act of 1933, as amended, or qualified under state securities laws, in reliance, in part, on the Member’s representations, warranties, and agreements herein; (f) such Member is an experienced investor in unregistered and restricted securities of speculative and high risk ventures; (g) such Member acknowledges that there are substantial restrictions on the transferability of the Units pursuant to this investment and Agreement; (h) such Member has a sufficient net worth been advised to sustain a loss of its entire consult with such Member’s own attorney regarding all legal matters concerning an investment in the Company and the tax consequences of participating in the event Company, and has done so, to the extent the Member considers necessary; (i) such loss should occurMember acknowledges that (1) the tax consequences of investing in the Company will depend on the Member’s particular circumstances, (D) has and neither the Company, the Members, nor the Members, shareholders, managers, members, agents, officers, directors, employees, affiliates, or consultants of any of them will be responsible or liable for the tax consequences to such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks Member of an investment in the Company; and (2) there can be no assurance that the Code or applicable regulations will not be amended or interpreted in the future in such a manner so as to deprive the Company and the Members of some or all of the tax benefits they might now receive, (E) isnor that some of the deductions claimed by the Company or the allocations of items of income, gain, loss, deduction, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(acredit among the Members may not be challenged by the Internal Revenue Service; and (j) of Regulation D, promulgated under the Securities Actsuch Member will look solely to, and (F) understands and agrees that its Interest shall not be soldrely upon, pledged, hypothecated or otherwise Transferred except in accordance such Member’s own advisers with respect to the terms tax consequences of this Agreement and pursuant to an effective Registration Statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Lawsinvestment.

Representations and Warranties of the Members. Unless otherwise set forth in an agreement between the Company and a Member, each Each Member severally (and not jointly) represents and warrants to the Company and each the other Member as of the date of Members that such Member’s admittance to : (a) if the Company that (i) to the extent it Member is not a natural personcorporation, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporatepartnership, limited liability company, partnershiptrust, trust employee benefit plan, individual retirement account, Xxxxx plan or other applicable power entity, such Person is authorized and authority qualified to become a Member in the Company; and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; (iii) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity ; (whether applied in a Proceeding in a court of law or equity); (ivb) its authorization, execution, delivery, and performance of this Agreement does not breach or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; and (v) it: (A) has been furnished with such information about the Company and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Interest herein, (C) has adequate means of providing for its current needs and possible contingencies, is able to bear the economic risks of this the investment and has a sufficient net worth to sustain a (including possible complete loss of such investment) for an indefinite period of time; (c) at the time he or she became a Member had a pre-existing personal or business relationship with the Company or one or more of its entire Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting his, her or its own interests in connection with this investment; (d) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company's sale to such Member of his, her or its Membership Units; (e) has acquired his, her or its Membership Units in the event Company for his, her or its own account, for investment, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof; and no other Person will have any direct or indirect beneficial interest in or right to such loss should occur, Membership Units; (Df) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, Transfer, or pledge all or any portion of his, her or its Membership Units in the Company; and has no current plans to enter into any such knowledge contract, undertaking, understanding, agreement, or arrangement; and (g) has been afforded full and experience in complete access to the books, financial statements, records, contracts, documents and business other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company's agents, accountants and other representatives concerning the Company's proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to be capable of evaluating evaluate the merits and risks of an the investment in the Company, (E) is, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act, and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except in accordance with the terms of this Agreement and pursuant to an effective Registration Statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Lawscontemplated herein.

Representations and Warranties of the Members. Unless otherwise set forth in an agreement between the Company and a Member, each Each Member severally (and not jointly) hereby represents and warrants to the Company and each other Member as of the date of such Member’s admittance to the Company that (ia) to the extent it is not a natural person, it is duly formed, validly existing and (if applicable) in good standing under the Laws laws of the jurisdiction state of its formation, and if required by Law applicable law is duly qualified to conduct do business and (if applicable) is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdictiontherein); (iib) to the extent it is not a natural person, it has full corporate, limited liability company, partnership, trust trust, or other applicable power and authority to execute and deliver agree to this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries beneficiaries, or other Persons necessary for the due authorization, execution, delivery delivery, and performance of this Agreement and the Transaction Documents to which it is a party by that Member have been duly taken; (iiic) it has duly executed and delivered this Agreement, Agreement and the Transaction Documents to which it is a party and this Agreement and the Transaction Documents to which it is a party are enforceable against such Member in accordance with its their respective terms, subject to bankruptcy, moratorium, insolvency and other Laws applicable law generally affecting creditors’ rights and general principles of equity (whether applied in a Proceeding proceeding in a court of law or equity); (ivd) its authorization, execution, delivery, and performance of this Agreement and the Transaction Documents to which it is a party does not breach or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; and (ve) it: it (Ai) has been furnished with such information about the Company and the Membership Interest as that Member has requested, (Bii) has made its own independent inquiry and investigation into, and based thereon xxxxxxx has formed an independent judgment concerning, the Company and such that Member’s Membership Interest hereintherein, (Ciii) has adequate means of providing for its current needs and possible contingencies, individual contingencies and is able to bear the economic risks of this investment and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur, (Div) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company, (Ev) is, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) within the meaning of “accredited investor” under Regulation D, promulgated under D of the Securities Act, Act and (Fvi) understands and agrees that its Membership Interest shall not be sold, pledged, hypothecated or otherwise Transferred transferred except in accordance with the terms of this Agreement and pursuant to an effective Registration Statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and other applicable state securities Lawslaws. Upon the occurrence and during the continuation of any event or condition which would cause a Member to be in breach of a representation or warranty contained in clause (e) of this Article 12, the breaching Person shall be treated as a Defaulting Member.

Representations and Warranties of the Members. Unless otherwise set forth By execution and delivery of this Agreement or a joinder agreement in an agreement between substantially the Company and a form attached to this Agreement as Exhibit B, as applicable, each of the Members, whether admitted as of the date hereof or as Additional Member, each Member severally (and not jointly) represents and warrants to the Company and each acknowledges that: (b) The Units have not been registered under the Securities Act or the securities laws of any other Member as jurisdiction, are issued in reliance upon federal and state exemptions for transactions not involving a public offering and cannot be disposed of the date of such Member’s admittance to the Company that unless (i) to the extent it is not a natural person, it is duly formed, validly existing and in good standing they are subsequently registered or exempted from registration under the Laws of the jurisdiction of its formation, Securities Act and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporate, limited liability company, partnership, trust or other applicable power and authority to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance provisions of this Agreement by that Member have been duly takencomplied with; (iiic) it has duly executed Such Member’s Units are being acquired for its own account solely for investment and delivered this Agreement, and this Agreement is enforceable against such Member in accordance not with its terms, subject a view to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity (whether applied in a Proceeding in a court of law resale or equity)distribution thereof; (ivd) Such Member has conducted its authorizationown independent review and analysis of the business, executionoperations, deliveryassets, liabilities, results of operations, financial condition and performance prospects of this Agreement does not breach or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; and (v) it: (A) has been furnished with such information about the Company and its Subsidiaries and such Member acknowledges that it has been provided adequate access to the Interest as that Member has requestedpersonnel, (B) has made its own independent inquiry properties, premises and investigation into, and based thereon has formed an independent judgment concerning, records of the Company and its Subsidiaries for such Member’s Interest hereinpurpose; (e) The determination of such Member to acquire Units has been made by such Member independent of any other Member and independent of any statements or opinions as to the advisability of such purchase or as to the business, (C) has adequate means operations, assets, liabilities, results of providing for its current needs operations, financial condition and possible contingencies, is able to bear the economic risks prospects of this investment and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur, and its Subsidiaries that may have been made or given by any other Member or by any agent or employee of any other Member; (Df) Such Member has such knowledge and experience in financial and business matters as to be and is capable of evaluating the merits and risks of an investment in the CompanyCompany and making an informed decision with respect thereto; (g) Such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (h) The execution, delivery and performance of this Agreement have been duly authorized by such Member and do not require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a default in any material respect under any provision of any law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound; (Ei) isThis Agreement is valid, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act, binding and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except enforceable against such Member in accordance with the terms its terms, except as may be limited by Bankruptcy, insolvency, reorganization, moratorium, and other similar laws of this Agreement general applicability relating to or affecting creditors’ rights or general equity principles (regardless of whether considered at law or in equity); and pursuant to an effective Registration Statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Laws.(

Representations and Warranties of the Members. Unless otherwise set forth in an agreement between the Company and a Member, each Each Member severally (and not jointly) represents and warrants to the Company and each the other Member as of the date of Members that such Member’s admittance to : (a) if the Company that (i) to the extent it Member is not a natural personcorporation, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporatepartnership, limited liability company, partnershiptrust, trust employee benefit plan, individual retirement account, Xxxxx plan or other applicable power entity, such Person is authorized and authority qualified to become a Member in the Company; and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; (iii) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity ; (whether applied in a Proceeding in a court of law or equity); (iv) its authorization, execution, delivery, and performance of this Agreement does not breach or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; and (v) it: (Ab) has been furnished with such information about sufficient financial strength to hold its Membership Interests in the Company as an investment and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Interest herein, (C) has adequate means of providing for its current needs and possible contingencies, is able to bear the economic risks of this that investment and has a sufficient net worth to sustain a (including possible complete loss of its entire such investment) for an indefinite period of time; (c) is capable of evaluating the risks and merits of an investment in the Company and of protecting its own interests in connection with this investment; (d) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Member of its Membership Interests; (f) has acquired its Membership Interests in the event such loss should occurCompany for his, her or its own account, for investment, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof; (Dg) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transfer, or pledge all or any portion of his, her or its Membership Interests in the Company; and has no current plans to enter into any such knowledge contract, undertaking, understanding, agreement, or arrangement; and (h) has been afforded full and experience in complete access to the books, financial statements, records, contracts, documents and business other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to be capable of evaluating evaluate the merits and risks of an the investment in the Company, (E) is, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act, and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except in accordance with the terms of this Agreement and pursuant to an effective Registration Statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Lawscontemplated herein.