Common use of Representations and Warranties of Xxxxxxxx Clause in Contracts

Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby represents and warrants to 7th Level on the date hereof, and on any Closing Date, as follows: x. Xxxxxxxx has been duly incorporated and is validly existing in good standing under the laws of the Cayman Islands, or after the date hereof, under the laws of the jurisdiction of its organization. b. The execution, delivery and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders is required. This Agreement has been duly executed and delivered by Xxxxxxxx and, when duly authorized, executed and delivered by 7th Level, will be a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. x. Xxxxxxxx understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Investment Shares. d. Subject to Section 3.A hereof, Xxxxxxxx understands that the Investment Shares have not been registered under the Securities Act and may not be re-offered or resold other than pursuant to registration thereunder or an available exemption therefrom. x. Xxxxxxxx is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. x. Xxxxxxxx is purchasing the Investment Shares for its own account for investment only and not with a view to, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under the Securities Act. x. Xxxxxxxx understands that the Investment Shares are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal securities laws and that 7th Level is relying on the truth and accuracy of, and Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire the Investment Shares.

Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby ------------------------------------------ represents and warrants to 7th Level SyQuest on the date hereofhereof and on the Closing Date, and on any Closing Dateagrees with SyQuest, as follows: x. Xxxxxxxx has been duly incorporated and is validly existing in good standing under the laws of the Cayman Islands, or after the date hereof, under the laws of the jurisdiction of its organization. b. The execution, delivery and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders is required. This Agreement has been duly executed and delivered by Xxxxxxxx and, when duly authorized, executed and delivered by 7th LevelSyQuest, will be a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. x. Xxxxxxxx understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Investment Initial Shares, the Warrant or the Warrant Shares. d. Subject In making the decision to Section 3.A hereofpurchase the Initial Shares, the Warrant and the Warrant Shares in accordance with this Agreement, Xxxxxxxx has relied solely upon independent investigations made by it and not upon any representations made by SyQuest other than those made in this Agreement. x. Xxxxxxxx understands that the Investment Initial Shares, the Warrant and the Warrant Shares have not been and , subject to Section 3A, will not be registered under the Securities Act and may not be re-offered reoffered or resold other than pursuant to such registration thereunder or an available exemption therefrom. x. Xxxxxxxx is not a U.S. Person and is not acquiring the Initial Shares, the Warrant or any Warrant Shares for the account or benefit of any U.S. Person, and Xxxxxxxx is not an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Actaffiliate of SyQuest. x. g. At the time the buy orders for the Initial Shares and the Warrant (and any Warrant Shares to be issued during the Restricted Period) were originated, Xxxxxxxx is purchasing was located outside the Investment Shares for United States. h. Neither Xxxxxxxx nor any of its own account for investment only and not affiliates nor anyone acting on its or their behalf has engaged or will engage in any Directed Selling Efforts with a view to, or for resale in connection withrespect to the Initial Shares, the public sale Warrant or distribution thereofany Warrant Shares, except pursuant to sales registered under and all such persons understand and have complied and will otherwise comply with the Securities Act. x. Xxxxxxxx understands that the Investment Shares are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal securities laws and that 7th Level is relying on the truth and accuracy of, and Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire the Investment Shares.Regulation X.

Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby represents and warrants to 7th Level Navarre on the date hereof, Effective Date and on any each Investment Closing Date, as follows: x. Xxxxxxxx has been duly incorporated and is validly existing in good standing under the laws of the Cayman Islands, or after the date hereofEffective Date, under the laws of the jurisdiction of its organization. b. The execution, delivery and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders shareholders is required. This Agreement has been duly executed and delivered by Xxxxxxxx and, when duly authorized, executed and delivered by 7th LevelNavarre, will be a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. x. Xxxxxxxx understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Investment SharesSecurities. d. Subject to Section 3.A hereof, Xxxxxxxx understands that the Investment Shares Securities have not been registered under the Securities Act and may not be re-offered or resold in the United States other than pursuant to registration thereunder or an available exemption therefrom. x. Xxxxxxxx is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. x. Xxxxxxxx is purchasing the Investment Shares Securities for its own account for investment only and not with a view to, or for resale in connection with, the public sale or distribution thereofthereof in the United States, except pursuant to sales registered under the Securities Act. x. Xxxxxxxx understands that the Investment Shares Securities are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal securities laws and that 7th Level Navarre is relying on the truth and accuracy of, and Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire the Investment SharesSecurities.

Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby ------------------------------------------ represents and warrants to 7th Level SyQuest on the date hereof, on the Closing Date, and on any Closing each Issue Date, as follows: x. Xxxxxxxx has been duly incorporated and is validly existing in good standing under the laws of the Cayman Islands, or after the date hereofClosing Date, under the laws of the jurisdiction of its organization. b. The execution, delivery and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders is required. This Agreement has been duly executed and delivered by Xxxxxxxx and, when duly authorized, executed and delivered by 7th LevelSyQuest, will be a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. x. Xxxxxxxx understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Investment Initial Shares. d. In making the decision to purchase the Initial Shares in accordance with this Agreement, Xxxxxxxx has relied solely upon independent investigations made by it and not upon any representations made by SyQuest other than those made in this Agreement. e. Subject to Section 3.A 3A hereof, Xxxxxxxx understands that the Investment Incentive Shares and the Adjustment Shares have not been registered under the Securities Act and may not be re-offered or resold other than pursuant to registration thereunder or an available exemption therefrom. x. Xxxxxxxx is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. x. Xxxxxxxx is purchasing the Investment Incentive Shares and the Adjustment Shares for its own account for investment only and not with a view to, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under the Securities Act. x. Xxxxxxxx understands that the Investment Incentive Shares and the Adjustment Shares are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that 7th Level SyQuest is relying on the truth and accuracy of, and Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire Incentive Shares and the Investment Adjustment Shares. x. Xxxxxxxx has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment by Xxxxxxxx contemplated by this Agreement and has the capacity to protect Xxxxxxxx'x interests. Xxxxxxxx has been furnished with all materials and information relating to the business, management, properties, financial condition, operations, affairs and prospects of SyQuest and all materials and information relating to the offer and sale of the Incentive Shares and the Adjustment Shares, as have been requested by Xxxxxxxx, provided that the parties hereto agree that Xxxxxxxx has neither requested nor received any non-public information from or relating to SyQuest. Xxxxxxxx has been afforded the opportunity to ask all questions of SyQuest that Xxxxxxxx considered appropriate or desirable to ask in connection with this Agreement and has received answers to such questions that Xxxxxxxx considers satisfactory. Xxxxxxxx understands that its investment in the Incentive Shares and the Adjustment Shares involves and will involve a high degree of risk.

Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby represents and warrants to 7th Level TRC on the date hereof, and on any each Closing Date, as follows: x. (A) Xxxxxxxx has been duly incorporated and is validly existing in good standing under the laws of the Cayman Islands, or after the date hereof, under the laws of the jurisdiction of its organizationBermuda. b. (B) The execution, delivery and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders is required. This Agreement has been duly executed and delivered by Xxxxxxxx and, when duly authorized, executed and delivered by 7th LevelTRC, will be a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. x. (C) Xxxxxxxx understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Investment SharesSecurities. d. Subject to Section 3.A hereof, Xxxxxxxx understands that the Investment Shares have not been registered under the Securities Act and may not be re-offered or resold other than pursuant to registration thereunder or an available exemption therefrom. x. (D) Xxxxxxxx is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. x. (E) Xxxxxxxx is purchasing the Investment Shares Securities for its own account for investment only and not with a view to, or for resale in connection with, the public sale or distribution thereofthereof in the United States, except pursuant to sales registered under the Securities ActAct or exempt from such registration. x. (F) Xxxxxxxx understands that the Investment Shares Securities are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal securities laws and that 7th Level TRC is relying on the truth and accuracy of, and Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire the Investment SharesSecurities. (G) Xxxxxxxx is able to bear the economic risk of an investment in the Investment Securities and, at the present time, is able to afford a complete loss of such investment.

Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby represents and warrants to 7th Level on the date hereof, and on any Closing Date, SpectrumDNA as follows: x. 5.1 Xxxxxxxx has been duly incorporated full power and is validly existing in good standing under authority to execute and deliver this Agreement, and to consummate the laws of the Cayman Islands, or after the date hereof, under the laws of the jurisdiction of its organization. b. The execution, delivery and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders is requiredtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Xxxxxxxx andand (assuming the due authorization, when duly authorizedexecution and delivery by SpectrumDNA hereto) this Agreement constitutes legal, executed and delivered by 7th Level, will be a valid and binding agreement obligations of Xxxxxxxx, enforceable against Xxxxxxxx in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). x. 5.2 Xxxxxxxx understands is the sole record and beneficial owner of Xxxxxxxx’x Equity Securities, has not transferred or attempted to transfer any interest in Xxxxxxxx’x Equity Securities to any person or entity, and has full power and authority to transfer and deliver Xxxxxxxx’x Equity Securities, and owns Xxxxxxxx’x Equity Securities, free and clear of all mortgages, pledges, restrictions, liens, charges, encumbrances, security interests, obligations or other claims. 5.3 Xxxxxxxx acknowledges that no United States federal he has had the opportunity to ask questions of, and receive answers from SpectrumDNA, or state agency has passed onany person acting on its behalf, reviewed concerning SpectrumDNA and its business and prospects and to obtain any additional information, to the extent possessed by SpectrumDNA (or made any recommendation to the extent it could have been acquired by SpectrumDNA without unreasonable effort or endorsement expense) necessary to verify the accuracy of the Investment Shares. d. Subject information received by Xxxxxxxx. Xxxxxxxx acknowledges that he is voluntarily selling Xxxxxxxx’x Equity Securities to Section 3.A SpectrumDNA and that the consideration therefor as reflected herein is fair. Xxxxxxxx further represents that in negotiating for and in arriving at the amount of consideration to be paid for Xxxxxxxx’x Equity Securities, Xxxxxxxx has recognized the possibility that at any time after the date hereof, the business and financial position of SpectrumDNA may substantially improve, which would be to the added or further benefit of SpectrumDNA and its stockholders and that in such event, Xxxxxxxx understands that the Investment Shares have not been registered under the Securities Act and may not be re-offered or resold other than pursuant it has no claim for any increased value with respect to registration thereunder or an available exemption therefromXxxxxxxx’x Equity Securities. x. Xxxxxxxx is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. x. Xxxxxxxx is purchasing the Investment Shares for its own account for investment only and not with a view to, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under the Securities Act. x. Xxxxxxxx understands that the Investment Shares are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal securities laws and that 7th Level is relying on the truth and accuracy of, and Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire the Investment Shares.

Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby ------------------------------------------ represents and warrants to 7th Level IPEC on the date hereofhereof and on the Closing Date, and on any Closing Dateagrees with IPEC, as follows: x. Xxxxxxxx has been duly incorporated and is validly existing in good standing under the laws of the Cayman Islands, or or, after the date Closing Date if another entity has succeeded Xxxxxxxx in accordance with the terms hereof, under the laws of the jurisdiction of its organizationincorporation. b. The execution, delivery delivery, and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders is required. This Agreement has been duly executed and delivered by Xxxxxxxx and, when duly authorized, executed and delivered by 7th LevelIPEC, will be a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. c. In making the decision to purchase the Preferred Shares, the Converted Stock, the Warrant and the Warrant Shares in accordance with this Agreement, Xxxxxxxx has relied solely upon independent investigations made by it and not upon any representations made by IPEC other than those made pursuant to this Agreement. x. Xxxxxxxx understands that no United States federal or state agency has passed onthe Preferred Shares, reviewed or made any recommendation or endorsement of the Investment Shares. d. Subject to Section 3.A hereofConverted Stock, Xxxxxxxx understands that the Investment Warrant and the Warrant Shares have not been and, subject to Section 7, will not be registered under the Securities Act and may not be re-offered reoffered or resold other than pursuant to such registration thereunder or an available exemption therefrom. x. Xxxxxxxx is an "accredited investor" as such term not a U.S. Person and is defined in Regulation D promulgated under not acquiring the Securities ActPreferred Shares, the Converted Stock, the Warrant or any Warrant Shares for the account or benefit of any U.S. Person. x. f. At the time the buy orders for the Preferred Shares and the Warrant (and any Converted Stock and Warrant Shares issued during the applicable Restricted Period) were originated, Xxxxxxxx is purchasing was located outside the Investment Shares for United States. g. Neither Xxxxxxxx nor any of its own account for investment only and not affiliates nor anyone acting on its or their behalf has engaged or will engage in any Directed Selling Efforts with a view to, or for resale in connection withrespect to the Preferred Shares, the public sale Converted Stock, the Warrant or distribution thereofany Warrant Shares, except pursuant to sales registered under and all such persons understand and have complied and will otherwise comply with the Securities Act. x. Xxxxxxxx understands that the Investment Shares are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal securities laws and that 7th Level is relying on the truth and accuracy of, and Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire the Investment Shares.Regulation X.

Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby represents and warrants to 7th Level SmarTalk on the date hereof, hereof and on any each Investment Closing Date, if any, as follows: x. Xxxxxxxx has been duly incorporated and is validly existing in good standing under the laws of the Cayman Islands, or after the date hereof, under the laws of the jurisdiction of its organization. b. The execution, delivery and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders is required. This Agreement has been duly executed and delivered by Xxxxxxxx and, when duly authorized, executed and delivered by 7th LevelSmarTalk, will be a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. x. Xxxxxxxx understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Investment Shares. d. Subject to Section 3.A hereof, Xxxxxxxx understands that the Investment Shares have not been registered under the Securities Act and may not be re-offered or resold other than pursuant to registration thereunder or an available exemption therefrom. x. Xxxxxxxx is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. x. Xxxxxxxx is shall be purchasing the Investment Shares for its own account for investment only and not with a view to, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under the Securities Act. x. Xxxxxxxx understands that the Investment Shares are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal securities laws and that 7th Level SmarTalk is relying on the truth and accuracy of, and Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire the Investment Shares. h. The transactions contemplated by this Agreement are not part of a plan or scheme on the part of Xxxxxxxx, any of its affiliates or any person acting on its or their behalf to evade the registration requirements of the Securities Act. i. As of the date hereof, Xxxxxxxx intends to purchase any Additional Shares within the Investment Purposes Only exemption of the XXX Xxx, 00 C.F.R Section 802-9 and will take any action required by the HSR Act in connection with any such purchase.

Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby represents and warrants to 7th Level the Company on the date hereof, and on any each Closing Date, as follows: x. (a) Xxxxxxxx has been duly incorporated and is validly existing in good standing under the laws of the Cayman Islands, or after the date hereof, under the laws of the jurisdiction of its organizationBermuda. b. (b) The execution, delivery and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders is required. This Agreement has been duly executed and delivered by Xxxxxxxx and, when duly authorized, executed and delivered by 7th Levelthe Company, will be a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. x. (c) Xxxxxxxx understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Investment SharesSecurities. d. Subject to Section 3.A hereof, Xxxxxxxx understands that the Investment Shares have not been registered under the Securities Act and may not be re-offered or resold other than pursuant to registration thereunder or an available exemption therefrom. x. (d) Xxxxxxxx is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. x. (e) Xxxxxxxx is purchasing the Investment Shares Securities for its own account for investment only and not with a view to, or for resale in connection with, the public sale or distribution thereofthereof in the United States, except pursuant to sales registered under the Securities ActAct or an exemption therefrom. x. (f) Xxxxxxxx understands that the Investment Shares Securities are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that 7th Level the Company is relying on the truth and accuracy of, and Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire the Investment SharesSecurities.

Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby ------------------------------------------ represents and warrants to 7th Level SyQuest on the date hereofhereof and on the Closing Date, and on any Closing Dateagrees with SyQuest, as follows: x. Xxxxxxxx has been duly incorporated and is validly existing in good standing under the laws of the Cayman Islands, or after the date hereof, under the laws of the jurisdiction of its organization. b. The execution, delivery and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders is requiredre quired. This Agreement has been duly executed and delivered by Xxxxxxxx and, when duly authorized, executed and delivered by 7th LevelSyQuest, will be a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. x. Xxxxxxxx understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Investment SharesPreferred Shares or the Warrant. d. In making the decision to purchase the Preferred Shares or the Warrant in accordance with this Agreement, Xxxxxxxx has relied solely upon independent investigations made by it and not upon any representations made by SyQuest other than those made in this Agreement. e. Subject to Section 3.A hereof3A, Xxxxxxxx understands that the Investment Shares Preferred Shares, the Warrant and the Converted Stock have not been registered under the Securities Act and may not be re-offered reoffered or resold other than pursuant to such registration thereunder or an available exemption therefrom. x. Xxxxxxxx is not a U.S. Person and is not acquiring the Preferred Shares, the Warrant or any Converted Stock for the account or benefit of any U.S. Person, and Xxxxxxxx is not an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Actaffiliate of SyQuest. x. g. At the time the buy orders for the Preferred Shares and the Warrant (and any Converted Stock to be issued during the Restricted Period) were originated, Xxxxxxxx is purchasing was located outside the Investment Shares for United States. h. Neither Xxxxxxxx nor any of its own account for investment only and not affiliates nor anyone acting on its or their behalf has engaged or will engage in any Directed Selling Efforts with a view to, or for resale in connection withrespect to the Preferred Shares, the public sale Warrant or distribution thereofany Converted Stock, except pursuant to sales registered under and all such persons understand and have complied and will otherwise comply with the Securities Act. x. Xxxxxxxx understands that the Investment Shares are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal securities laws and that 7th Level is relying on the truth and accuracy of, and Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire the Investment Shares.Regulation X.

Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby represents and warrants to 7th Level the Company as of the date hereof and on the date hereof, Initial Closing Date and on any each Subsequent Closing Date, as follows: x. (a) Xxxxxxxx has been duly incorporated and is validly existing in good standing under the laws of the Cayman Islands, or after the date hereof, under the laws of the jurisdiction of its organizationBermuda. b. (b) The execution, delivery and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders is required. This Agreement has been duly executed and delivered by Xxxxxxxx and, when duly authorized, executed and delivered by 7th Levelthe Company, will be a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. x. (c) Xxxxxxxx understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Investment SharesSecurities. d. Subject to Section 3.A hereof, Xxxxxxxx understands that the Investment Shares have not been registered under the Securities Act and may not be re-offered or resold other than pursuant to registration thereunder or an available exemption therefrom. x. (d) Xxxxxxxx is an "“accredited investor" ” as such term is defined in Regulation D promulgated under the Securities Act. x. (e) Xxxxxxxx is purchasing the Investment Shares Securities for its own account for investment only and not with a view to, or for resale in connection with, the public sale or distribution thereofthereof in the United States, except pursuant to sales registered under the Securities ActAct or an exemption therefrom. x. (f) Xxxxxxxx understands that the Investment Shares Securities are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal securities laws and that 7th Level the Company is relying on the truth and accuracy of, and Xxxxxxxx'x Xxxxxxxx’x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire the Investment SharesSecurities.

Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby represents and warrants to 7th Level the Company, as of the date hereof and on the date hereof, Closing Date and on any each Additional Investment Closing DateDate (as defined in the Certificate), as follows: x. : Xxxxxxxx has been duly incorporated and is validly existing in good standing under the laws of the Cayman Islands, or after the date hereof, under the laws of the jurisdiction of its organization. b. Bermuda. The execution, delivery and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders is required. This Agreement has been duly executed and delivered by Xxxxxxxx and, when duly authorized, executed and delivered by 7th Levelthe Company, will be a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. x. . Xxxxxxxx understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Investment Shares. d. Subject to Section 3.A hereof, Xxxxxxxx understands that Securities or the Investment Shares have not been registered under the Securities Act and may not be re-offered or resold other than pursuant to registration thereunder or an available exemption therefrom. x. Plug Power Stock. Xxxxxxxx is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. x. . Xxxxxxxx is purchasing the Investment Shares Securities for its own account for investment only and not with a view to, or for resale in connection with, the public sale or distribution thereofthereof in the United States, except pursuant to sales registered under the Securities Act. x. Act or an exemption therefrom. Xxxxxxxx understands that the Investment Shares Securities are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal securities laws and that 7th Level the Company is relying on the truth and accuracy of, and Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire the Investment SharesSecurities. Xxxxxxxx further understands that the Investment Securities may not be re-offered or resold other than pursuant to registration under the Securities Act or an available exemption therefrom. During the sixty (60) Business Days prior to the date of this Agreement, Xxxxxxxx has not traded in Common Stock or Plug Power Stock. To Xxxxxxxx'x knowledge, the Investment Securities and the Plug Power Stock were not offered or sold to Xxxxxxxx by any form of general solicitation or general advertising. To Xxxxxxxx'x knowledge, Xxxxxxxx and its affiliates are in compliance, in all material respects, with the sections of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA Patriot Act of 2001) applicable to Xxxxxxxx. Neither the execution and delivery by Xxxxxxxx of this Agreement, the Certificate and the Escrow Agreement nor the performance by Xxxxxxxx of any of its obligations hereunder and under the Certificate and the Escrow Agreement, nor compliance with the terms and provisions hereof or thereof, nor the consummation of the transactions contemplated herein and therein violates, conflicts with, results in a breach of, or constitutes a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) or creates any rights in respect of any Person under (i) the certificates of incorporation or bylaws (or similar organizational documents) of Xxxxxxxx, (ii) any decree, judgment, order, law, treaty, rule, regulation or determination of any court, governmental agency or body, or arbitrator having jurisdiction over Xxxxxxxx or any of its affiliates or any of their respective properties or assets or (iii) the terms of any agreement or other instrument to which Xxxxxxxx or any of its affiliates is a party, by which Xxxxxxxx or any of its affiliates is bound, or to which any of the properties or assets of Xxxxxxxx or any of its affiliates is subject, except such violations, conflicts, breaches, defaults or rights that would not reasonably be expected to materially impair Xxxxxxxx'x ability to enter into this Agreement, the Certificate or the Escrow Agreement or to perform its obligations hereunder or thereunder. Neither Xxxxxxxx nor any of its affiliates has taken, in violation of applicable law, any action designed to or that might reasonably be expected to cause or result in unlawful manipulation of the price of the Common Stock or the Plug Power Stock. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or compensation to be paid by or on behalf of Xxxxxxxx as a result of the transactions contemplated by this Agreement or the Certificate.

Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby represents and warrants to 7th Level Informix on the date hereof, the Closing Date and on any each Option Closing Date, and agrees with Informix (unless otherwise specified as provided in the paragraphs below), as follows: x. Xxxxxxxx has been duly incorporated and is validly existing in good standing under the laws of the Cayman Islands, or or, after the date Closing Date if another entity has succeeded Xxxxxxxx in accordance with the terms hereof, under the laws of the jurisdiction of its organizationincorporation. b. The execution, delivery and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders is required. This Agreement has been duly executed and delivered by Xxxxxxxx and, when duly authorized, executed and delivered by 7th LevelInformix, will be a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. x. Xxxxxxxx understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Investment Initial Preferred Shares, the Option Preferred Shares or the Converted Stock. d. In making the decision to purchase the Initial Preferred Shares or the Option Preferred Shares in accordance with this Agreement, Xxxxxxxx has relied solely upon independent investigations made by it and not upon any representations made by Informix other than those made in this Agreement. e. Subject to Section 3.A hereof7, Xxxxxxxx understands that the Investment Initial Preferred Shares, the Option Preferred Shares and the Converted Stock have not been registered under the Securities Act and may not be re-offered reoffered or resold other than pursuant to such registration thereunder or an available exemption therefrom. x. Xxxxxxxx is an not a U.S. person within the meaning of Regulation S ("accredited investor" as such term U.S. Person") and is defined in Regulation D promulgated not acquiring the Initial Preferred Shares, the Option Preferred Shares or any Converted Stock for the account or benefit of any U.S. Person, or following the Closing Date, subject to Section 7, the issuance of the Converted Stock or the Option Preferred Shares is otherwise exempt from registration under the Securities Act. x. Xxxxxxxx is purchasing g. At the Investment time the buy order for the Initial Preferred Shares for its own account for investment only and not with a view toand, or for resale in connection withsubject to Section 7, the public sale Option Preferred Shares, as applicable, is originated, Xxxxxxxx was located outside the United States. h. Neither Xxxxxxxx nor any of its affiliates nor anyone acting on its or distribution thereoftheir behalf has engaged or will engage in any Directed Selling Efforts with respect to the Initial Preferred Shares, except pursuant the Option Preferred Shares or any Converted Stock, and all such persons understand and have complied and will otherwise comply with the requirements of Regulation S, unless following the Closing Date, subject to sales registered Section 7, the issuance of the Converted Stock or the Option Preferred Shares is otherwise exempt from registration under the Securities Act. i. Subject to Section 7, Xxxxxxxx is purchasing the Initial Preferred Shares, the Option Preferred Shares and the Converted Stock for its own account, for the purpose of investment and not with a view to a distribution thereof. j. The transactions contemplated by this Agreement are not part of a plan or scheme on the part of Xxxxxxxx, any of its affiliates or any person acting on its or their behalf to evade the registration requirements of the Securities Act. k. Assuming the accuracy of the representations and warranties of Informix herein made as of such date, no consent, approval, authorization or order of any court, governmental agency or other body is required for the execution by Xxxxxxxx of this Agreement or the performance by Xxxxxxxx of any of its obligations hereunder, other than such as have been obtained. l. Neither the execution by Xxxxxxxx of this Agreement nor the performance by Xxxxxxxx of any of its obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under the Memorandum or Articles of Association of Xxxxxxxx. x. Xxxxxxxx understands that the Investment Shares are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of no United States federal securities laws and that 7th Level is relying on or state agency has passed on, reviewed or made any recommendation or endorsement of the truth and accuracy of, and Xxxxxxxx'x compliance withInitial Preferred Shares, the representationsOption Preferred Shares or the Converted Stock. x. Xxxxxxxx represents and warrants that it has not relied upon any information or representations and warranties of Xxxxxxxxx & Xxxxx LLC (the "Placement Agent"), warrantiesincluding, agreementswithout limitation, acknowledgments any information regarding Informix and understandings its officers, financial condition, business and prospects, or the terms of the purchase of the Initial Preferred Shares and the Option Preferred Shares. The foregoing, however, does not affect any rights of Xxxxxxxx set forth herein relative to Informix and does not limit or modify the representations and warranties of Informix in order to determine Section 3 of this Agreement or the availability of such exemptions and the eligibility right of Xxxxxxxx to acquire rely thereon. Informix and Xxxxxxxx expressly acknowledge and agree and intend that the Investment SharesPlacement Agent is a third party beneficiary of this Section 4(n).