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

Representations and Warranties of the Transferees. In connection with the transfer of the Shares to the Transferees pursuant to Section 1 above, each of the Transferees hereby represents and warrants to the Transferor as follows: 2.1. Transferee acknowledges that the Transferor and the Company have made no representation to Transferee regarding the Company, its business or prospects. 2.2. Transferee is accepting transfer of the Shares for investment for Transferee’s own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” of the Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). By executing this Agreement, Transferee represents that Transferee does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares. 2.3. Transferee has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Company and has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Shares. 2.4. The Transferee understands that the Shares have not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Transferee’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Shares in accordance with the Company’s charter documents or the laws of its jurisdiction of incorporation. 2.5. The Transferee understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Transferee pursuant hereto, the Shares would be acquired in a transaction not involving a public offering. The issuance of the Shares hereunder have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the transfer of the Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation S for offers and sales of securities outside the U.S. The Transferee further acknowledges that if the Shares are issued to the Transferee in accordance with the provisions of this Agreement, such Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Transferee represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Representations and Warranties of the Transferees. In connection with the transfer of the Transfer Shares to the Transferees pursuant to Section 1 1(a) above, each of the Transferees hereby represents and warrants to the Transferor Company, Xxxxx Xxxxx and the Transferors as follows: 2.1. (i) The Transferee acknowledges that the Transferor and the Company have has made no representation to the Transferee regarding the Company, its business or prospects. 2.2. (ii) The Transferee is accepting transfer of the Transfer Shares for investment for Transferee’s his, her or its (hereinafter “its”) own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” of the Transfer Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). By executing this Agreement, the Transferee represents that Transferee it does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Transfer Shares. 2.3. (iii) The Transferee has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Company and has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Transfer Shares. 2.4. (iv) The Transferee understands that the Transfer Shares have not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Transferee’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Transfer Shares in accordance with the Company’s charter documents or the laws of its jurisdiction of incorporation. 2.5. (v) The Transferee understands that the Transfer Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Transferee pursuant hereto, the Transfer Shares would be acquired in a transaction not involving a public offering. The issuance allocation and delivery of the Transfer Shares hereunder have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the transfer of the Transfer Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation S for offers and sales of securities outside the U.S. offering. The Transferee further acknowledges that if the Transfer Shares are issued to the Transferee in accordance with the provisions of this Agreement, such Transfer Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Transferee represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (vi) The Transferee is an “accredited investor” within the meaning of Rule 501 under the Securities Act and Transferee was not organized for the specific purpose of acquiring the Transfer Shares. (vii) The Transferee is not accepting the Transfer Shares as a result of any advertisement, article, notice or other communication regarding the Transfer 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. (viii) The Transferee acknowledges that the certificate evidencing the Transfer Shares will bear a restrictive legend referring to the transfer limitations applicable under the Securities Act and applicable state securities laws.

Representations and Warranties of the Transferees. In connection with the transfer issuance of the Shares to the Transferees pursuant to Section 1 above, each of the Transferees hereby represents and warrants to the Transferor as follows: 2.1. A. Transferee acknowledges that the Transferor and the Company Corporation have made no representation to Transferee regarding the CompanyCorporation, its business or prospects. 2.2. B. Transferee is accepting transfer of the Shares for investment for Transferee’s own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” of the Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). By executing this Agreement, Transferee represents that Transferee does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares. 2.3. C. Transferee has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Company Corporation and has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Shares. 2.4. D. The Transferee understands that the Shares have not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Transferee’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Shares in accordance with the CompanyCorporation’s charter documents or the laws of its jurisdiction of incorporation. 2.5. E. The Transferee understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Transferee pursuant hereto, the Shares would be acquired in a transaction not involving a public offering. The issuance of the Shares hereunder have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the transfer of the Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation S for offers and sales of securities outside the U.S. offering. The Transferee further acknowledges that if the Shares are issued to the Transferee in accordance with the provisions of this Agreement, such Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Transferee represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. F. Transferee is an “accredited investor” within the meaning of Rule 501 under the Securities Act and Transferee was not organized for the specific purpose of acquiring the Shares. G. Transferee is not accepting transfer of the Shares as a result of any advertisement, article, notice or other communication regarding the 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. H. Transferee acknowledges that the certificate evidencing the Shares will bear a restrictive legend referring to the transfer limitations applicable under the Securities Act and applicable state securities laws.

Representations and Warranties of the Transferees. In connection with the transfer of the Shares to the Transferees pursuant to Section 1 above, each of the Transferees hereby represents and warrants to Xxxx and the Transferor Company as follows: 2.1. (i) Transferee acknowledges that the Transferor and the Company have has made no representation to Transferee regarding the Company, its business or prospects. 2.2. (ii) Transferee is accepting transfer of the Transfer Shares for investment for Transferee’s own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” of the Transfer Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). By executing this Agreement, Transferee represents that Transferee does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Transfer Shares. 2.3. (iii) Transferee has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Company and has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Transfer Shares. 2.4. (iv) The Transferee understands that the Transfer Shares have not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Transferee’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Transfer Shares in accordance with the Company’s charter documents or the laws of its jurisdiction of incorporation. 2.5. (v) The Transferee understands that the Transfer Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Transferee pursuant hereto, the Transfer Shares would be acquired in a transaction not involving a public offering. The issuance allocation and delivery of the Transfer Shares hereunder have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the transfer of the Transfer Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation S for offers and sales of securities outside the U.S. offering. The Transferee further acknowledges that if the Transfer Shares are issued to the Transferee in accordance with the provisions of this Agreement, such Transfer Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Transferee represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (vi) Transferee is an “accredited investor” within the meaning of Rule 501 under the Securities Act and Transferee was not organized for the specific purpose of acquiring the Transfer Shares. (vii) Transferee is not accepting the Transfer Shares as a result of any advertisement, article, notice or other communication regarding the Transfer 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. (viii) Transferee acknowledges that the certificate evidencing the Transfer Shares will bear a restrictive legend referring to the transfer limitations applicable under the Securities Act and applicable state securities laws.