Common use of Representations and Warranties will be Relied Upon by the Issuer Clause in Contracts

Representations and Warranties will be Relied Upon by the Issuer. The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate representing the Note, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the QuestionnaireQuestionnaires, as applicable, are made by it the Subscriber with the intention that such representations and warranties may will be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities Shares under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities Shares under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificate(s) representing the NoteShares, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date time of delivery with the same force and effect as if they had been made by the Subscriber on the Closing Date at such time, and that they will survive the purchase by the Subscriber of the Securities Shares, and will continue in full force and effect thereafter for the benefit of the Issuer, notwithstanding any subsequent disposition by the Subscriber of such Securitiesthe Shares.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained herein and in this Agreement and the Questionnaire, as applicable, Questionnaires are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities Shares under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities Shares under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteShares, it will be representing and warranting that the representations and warranties contained herein and in the Questionnaires are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such SecuritiesShares.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities Shares under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities Shares under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteShares, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such SecuritiesShares.

Representations and Warranties will be Relied Upon by the Issuer. 8.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities Shares under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities Shares under applicable laws. The Subscriber further agrees that, by accepting delivery upon issuance of the certificate representing the NoteShares, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date Date, and as at the date of any issuance of Shares hereunder, with the same force and effect as if they had been made by the Subscriber on the Closing Date at such date and that they will survive the purchase by the Subscriber of the Securities Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securitiesany of the Shares.

Representations and Warranties will be Relied Upon by the Issuer. 6.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel its legal counsel in determining the Subscriber’s eligibility to purchase acquire the Securities Warrants under applicable lawslegislation, or, or (if applicable, ) the eligibility of others on whose behalf the Subscriber it is contracting hereunder to purchase acquire the Securities Warrants under applicable lawslegislation. The Subscriber further agrees that, that by accepting delivery of the certificate certificates representing the NoteWarrants on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase acquisition by the Subscriber of the Securities Warrants and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such any of the Securities.

Representations and Warranties will be Relied Upon by the Issuer. 8.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities Units under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities Units under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteShares and the Warrants, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date Date, with the same force and effect as if they had been made by the Subscriber on the Closing Date at such date and that they will survive the purchase by the Subscriber of the Securities Units and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such the Securities.

Representations and Warranties will be Relied Upon by the Issuer. 8.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteShares and the Warrants, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 8.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel Escrow Agent in determining the Subscriber’s 's eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteSubscription Receipts, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and and, if applicable, in the Questionnaire, as applicable, are made by it the Subscriber with the intention that such representations and warranties may will be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities Shares under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities Shares under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificate(s) representing the NoteShares, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date time of delivery with the same force and effect as if they had been made by the Subscriber on the Closing Date at such time, and that they will survive the purchase by the Subscriber of the Securities Shares, and will continue in full force and effect thereafter for the benefit of the Issuer, notwithstanding any subsequent disposition by the Subscriber of such Securitiesthe Shares.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel its legal counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable lawslegislation, or, or (if applicable, ) the eligibility of others on whose behalf the Subscriber it is contracting hereunder to purchase the Securities under applicable lawslegislation. The Subscriber further agrees that, that by accepting delivery of the certificate certificates representing the NoteCommon Shares on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it the Subscriber with the intention that such representations and warranties may will be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificate(s) representing the NoteSecurities, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date time of delivery with the same force and effect as if they had been made by the Subscriber on the Closing Date at such time, and that they will survive the purchase by the Subscriber of the Securities Securities, and will continue in full force and effect thereafter for the benefit of the Issuer, notwithstanding any subsequent disposition by the Subscriber of such the Securities.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteShares and the Warrants, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel its legal counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable lawslegislation, or, or (if applicable, ) the eligibility of others on whose behalf the Subscriber it is contracting hereunder to purchase the Securities under applicable lawslegislation. The Subscriber further agrees that, that by accepting delivery of the certificate certificates representing the NoteSecurities, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel legal counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate representing the NoteSecurities, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel Escrow Agent in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteSubscription Receipts, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities Subscription Receipts and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 8.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s 's Counsel in determining the Subscriber’s 's eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteShares and the Warrants, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 10.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities BYND Issued Shares under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities BYND Issued Shares under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates (or DRS notice) representing the NoteBYND Issued Shares, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, Questionnaires are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteShares and the Warrants, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel its legal counsel in determining the Subscriber’s eligibility to purchase the Securities Shares under applicable lawslegislation, or, or (if applicable, ) the eligibility of others on whose behalf the Subscriber it is contracting hereunder to purchase the Securities Shares under applicable lawslegislation. The Subscriber further agrees that, that by accepting delivery of the certificate certificates representing the NoteShares on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securitiesany of the Shares.

Representations and Warranties will be Relied Upon by the Issuer. 8.1 The Subscriber acknowledges and agrees that the representations and warranties contained herein and in this Agreement and the Questionnaire, as applicable, Questionnaires are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s 's Counsel in determining the Subscriber’s 's eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteShares and the Warrants, it will be representing and warranting that the representations and warranties contained herein and in the Questionnaires are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel its legal counsel in determining the Subscriber’s 's eligibility to purchase the Securities Shares under applicable lawslegislation, or, or (if applicable, ) the eligibility of others on whose behalf the Subscriber it is contracting hereunder to purchase the Securities Shares under applicable lawslegislation. The Subscriber further agrees that, that by accepting delivery of the certificate certificates representing the NoteShares on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such SecuritiesShares.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteShares and the Warrants, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.Securities.‌

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s 's Counsel in determining the Subscriber’s 's eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing any of the NoteSecurities, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the its representations and warranties contained in this Agreement and the Questionnaire, as applicable, herein are made by it with the intention that such representations and warranties may will be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, or (if applicable, ) the eligibility of others on whose behalf the Subscriber it is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteNotes, it will be representing and warranting that the its representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such the Securities.

Representations and Warranties will be Relied Upon by the Issuer. The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate representing the NoteSecurities, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 9.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel Escrow Agent in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery upon issuance of the certificate representing the NoteSecurities, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date Date, and as at the date of any issuance of Shares hereunder, with the same force and effect as if they had been made by the Subscriber on the Closing Date at such date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such any of the Securities.

Representations and Warranties will be Relied Upon by the Issuer. 8.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel its legal counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable lawslegislation, or, or (if applicable, ) the eligibility of others on whose behalf the Subscriber it is contracting hereunder to purchase the Securities under applicable lawslegislation. The Subscriber further agrees that, that by accepting delivery of the certificate certificates representing the NoteShares and Warrants on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteShares and the Warrants, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 8.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s 's Counsel in determining the Subscriber’s 's eligibility to purchase the Securities Shares under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities Shares under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteShares, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such SecuritiesShares.

Representations and Warranties will be Relied Upon by the Issuer. 8.1 The Subscriber acknowledges and agrees that the representations and warranties contained herein and in this Agreement and the QuestionnaireQuestionnaires, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s 's Counsel in determining the Subscriber’s 's eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteSecurities, it will be representing and warranting that the representations and warranties contained herein and in the Questionnaires, as applicable, are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel its legal counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable lawslegislation, or, or (if applicable, ) the eligibility of others on whose behalf the Subscriber it is contracting hereunder to purchase the Securities under applicable lawslegislation. The Subscriber further agrees that, that by accepting delivery of the certificate certificates representing the NoteShares and the Warrants on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteSecurities, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 8.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel Escrow Agent in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteSubscription Receipts, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

Representations and Warranties will be Relied Upon by the Issuer. 7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaire, as applicable, herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate certificates representing the NoteShares and the Warrants, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.