Representations by Holder. The Holder represents and warrants to the Company, as of the date hereof and as of the date of any exercise of this Warrant, that (a) the Holder is acquiring this Warrant and the Warrant Shares for its own account, for investment purposes, and not with a present view either to sell, distribute or transfer, or to offer for sale, distribution or transfer, this Warrant or the Warrant Shares, (b) the Holder is experienced in evaluating companies such as the Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Holder’s investment and has the ability to suffer the total loss of such investment, and (c) the Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act. SURGI- VISION, INC. By: Name: Title: AGREED TO AND ACCEPTED BY: ADVANCED BIONICS CORPORATION By: Name: Title: NOTICE OF EXERCISE To: Surgi-Vision, Inc. The undersigned hereby elects to purchase “Warrant Shares” pursuant to the provisions of Section 6 of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full. In exercising the attached Warrant, the undersigned hereby confirms and acknowledges its representations and warranties set forth in Section 16 of the attached Warrant. ADVANCED BIONICS CORPORATION By: Name: Title: Date: EXHIBIT B TO OMNIBUS AMENDMENT SCHEDULE 10 TO THE SECURITY AGREEMENT U.S. Copyright Registrations: Title Registration No. Date of Issue Registered Owner None Foreign Copyright Registrations: Country Title Registration No. Date of Issue None Pending U.S. Copyright Registration Applications: Title Appl. No. Date of Application Copyright Claimant None
Representations by Holder. Holder represents and warrants to Borrower as follows:
Representations by Holder. The Holder understands and agrees that the Company is relying and may rely upon the following representations, warranties, acknowledgements, consents, confirmations and covenants made by the Holder in entering into this Agreement:
Representations by Holder. By acceptance of this Warrant as set forth below, Holder represents and warrants to the Company that Holder is acquiring this Warrant, and will acquire any shares of Stock issued upon exercise of this Warrant, for Holder’s own account and for investment and without any present intention of selling or otherwise disposing of this Warrant or any such shares of Stock.
Representations by Holder. Holder represents and warrants that it: (a) is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act of 1933; (b) is acquiring this Warrant for Holder’s own account, not as a nominee or agent, and not with a view to the distribution or resale of any part thereof; (c) has full power and authority to enter into this Warrant; (d) has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant; and (e) is able to fend for itself, can bear the economic risk of investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant.
Representations by Holder. Holder hereby represents and warrants to the Company that:
Representations by Holder. In connection with the sale of the Shares to the Company, Holder represents and warrants to the Company as of the date hereof and as of each Closing hereunder, as follows:
Representations by Holder. Holder acknowledges, covenants, represents and warrants to Company, as of the Effective Date and on a continuing basis thereafter, including as of the date of each vesting of the Shares of Restricted Stock, each of the following:
Representations by Holder. 2.1 The Holder recognizes that the acquisition of the Conversion Shares involves a high degree of risk including, but not limited to, the following: (a) the Company remains a development stage business with limited operating history and requires substantial funds in addition to the proceeds of the Offering; (b) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (c) the Holder may not be able to liquidate its investment; (d) transferability of the Conversion Shares is extremely limited; (e) in the event of a disposition, the Holder could sustain the loss of its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Conversion Shares.
Representations by Holder. By acceptance of this Option, the Holder hereby represents and covenants: (a) that any securities purchased upon exercise of this Option or acquired upon conversion thereof shall be acquired for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof within the meaning of Section 2(11) of the Securities Act; (b) that the Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of its investment in the Company; (c) that the Holder is able to bear the economic risk of holding such securities as may be acquired pursuant to the exercise of this Option for an indefinite period; (d) that the Holder understands that the securities acquired pursuant to the exercise of this Option will not be registered under the Securities Act (except as otherwise provided herein) and will be “restricted securities” within the meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Option, and even then will not be available unless a public market then exists for the securities, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with.
