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

Representations and Warranties of the Noteholder. The Noteholder hereby represents and warrants to the Company that it: (i) owns exclusively, beneficially and of record and has good, valid and marketable title to such Note free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to take the actions contemplated by this Agreement with respect to such Note; (ii) understands that shares of the Common Stock it will receive in the Exchange have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being or will be issued by the Company in a transaction exempt from the registration requirements of the Securities Act; (iii) understands that shares of the Common Stock it will receive in the Exchange may not be offered or resold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act; (iv) understands that it is Qualified Institutional Buyer as defined in Rule 144A under the Securities Act (a “QIB”); it or its representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to it concerning the Company to evaluate the risks of investment in the Company including the risk that it could lose its entire investment in the Company; and consummating the Exchange and Sale for its own sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof; and (v) understands that the shares of Common Stock will bear the restrictive legend set forth on Exhibit A to this Agreement.

Representations and Warranties of the Noteholder. The Noteholder hereby represents and warrants to the Company that it: (i) owns exclusively, beneficially and of record and has good, valid and marketable title to such Note Notes free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to take the actions contemplated by this Agreement with respect to such NoteNotes; (ii) understands that shares of the Common Stock it will receive in the Exchange have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being or will be issued by the Company in a transaction exempt from the registration requirements of the Securities Act; (iii) understands that shares of the Common Stock it will receive in the Exchange may not be offered or resold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act; (iv) understands that it is Qualified Institutional Buyer as defined in Rule 144A under the Securities Act (a “QIB”); it or its representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to it concerning the Company to evaluate the risks of investment in the Company including the risk that it could lose its entire investment in the Company; and consummating the Exchange and Sale for its own sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof; and (v) understands that the shares of Common Stock will bear the restrictive legend set forth on Exhibit A to this Agreement.

Representations and Warranties of the Noteholder. The Noteholder hereby represents and warrants to the Company that itas follows: (ia) owns exclusivelyThis Agreement has been duly and validly authorized, beneficially executed and of record delivered by the Noteholder and has goodconstitutes the legal, valid and marketable binding agreement of the Noteholder, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or general principles of equity; the Noteholder has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) The Noteholder has good and valid title to such the Note and owns and holds the entire right, title and interest in and to the Note, free and clear of any security interestliens, lien, claim, pledge, proxy, option, right claims or encumbrances (other than those arising as a result of first refusalthis Agreement) and the Note is not subject to any contract, agreement, voting restrictionarrangement, limitation on disposition, charge, adverse claim commitment or understanding restricting or otherwise relating to the disposition of ownership or use or other encumbrance of any kind and has the full right, power and authority to take the actions contemplated by this Agreement with respect to such Note;. (iic) The Noteholder understands that shares the Note and Conversion Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Noteholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Common Stock it will receive Noteholder set forth herein in order to determine the Exchange have availability of such exemptions and the eligibility of the Noteholder to complete the offer and sale of the Note and the Conversion Shares in accordance with this Agreement. (d) The Noteholder understands that the Conversion Shares may not been be resold or otherwise transferred except in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being or will be issued by the Company in a transaction exempt unless an exemption from the such registration requirements of the Securities Act;is available. (iiie) understands that shares of The Noteholder is acquiring the Common Stock it will receive in the Exchange may not be offered or resold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act; (iv) understands that it is Qualified Institutional Buyer as defined in Rule 144A under the Securities Act (a “QIB”); it or its representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to it concerning the Company to evaluate the risks of investment in the Company including the risk that it could lose its entire investment in the Company; and consummating the Exchange and Sale Conversion Shares for its own sole benefit and account for investment account, not as nominee or agent, and not with a view to, or for resale in connection with, a public offering or towards distribution thereof; and, and the Noteholder has no present intention of selling, granting any participation in or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. The Noteholder is acquiring the Conversion Shares in the ordinary course of its business. The Noteholder does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any of the Conversion Shares. (vf) understands that The Noteholder is not acquiring the shares Conversion Shares as a result of Common Stock any advertisement, article, notice or other communication regarding the Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (g) The conversion of the Note and issuance of the Conversion Shares to the Noteholder and the Permitted Designee(s) as set out in SCHEDULE 1 attached hereto will bear not result in a violation of any law, rule, regulation, order, judgment or decree applicable to any of them, including, without limitation, as to the restrictive legend set forth on Exhibit A source of funds used by such person, directly or indirectly, to this Agreementpay the purchase price of the Note and/or the Conversion Shares.