Common use of Representations by Investor Clause in Contracts

Representations by Investor. o The Investor agrees that the Investor shall not, under any circumstances hold the IFA responsible for any data loss, or leakage of data, information or passwords of the Investor provided the same is not caused due to the negligence of the IFA. o The Investor acknowledges that the consolidated holding statement provided by the IFA is based on the feeds received from the Investee or their Agents and shall not hold the IFA responsible or liable for any errors in the consolidated holding statement. o The Investor shall neither hold the IFA responsible or liable for any damages caused due to the Investment decisions made by the Investor based on the recommendations / advice offered by the IFA. o The Investor shall at all times be bound by the terms and conditions as laid down by the IFA and published on their website from time to time with regards the number of transactions, transaction charges, cut off times for transactions, etc. The Investor hereby confirms that he is aware that the cut-off timing mentioned on the Investee Websites may be prior to the statutory cut-off timing specified under SEBI Regulations and the SID/SAI for operational convenience; o The Investor is aware that the IFA has entered into various agreements with various Third Party Service Providers to enable the Investor to execute the transactions smoothly, copies of which will be provided to the Investor and hereby undertakes not to commit any act which would violate the agreement executed by the IFA with any Third Party Service Provider and also confirms that he shall be responsible for any breach caused by him and liable for any costs and consequences thereof o The Investor shall not hold the IFA responsible or liable for the transactions initiated by the Investor on the websites of the various AMC‟s, due to non-availability of the websites of the various AMC‟s or due to the failure of the Payment Gateway offered by the IFA, provided the same is not caused due to the negligence of the IFA. o The Investor declares that the Investor has complied with and shall at all times remain in Compliance with all applicable laws, rules, regulations, etc. of any designated authority. o The Investor hereby authorizes the IFA to receive the investment details which will be forwarded by the Investees to the IFA. The Investor hereby undertakes to execute all such documents as required by the Investee for such authorization. o The Investor confirms that they are aware that the Investee shall share information about the Investor‟s investment with the Investee, with the IFA and the Payment Gateway provider for the processing of the transaction requests of the Investor and the Investor hereby grants their „no objection‟ to the same o The Investor shall file the requisite Nomination with each of the various Investee‟s as required by the Investees.

Representations by Investor. o In consideration of the Company’s issuance of the Securities, Investor makes the following representations and warranties to the Company, which warranties and representations shall survive the issuance of the Securities by the Company: (a) The Securities are being purchased for the Investor’s own account and not with a view to the distribution or sale thereof. (b) This Agreement has been duly executed and delivered by the Investor and is a valid and binding agreement on the Investor, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and except for judicial limitations on the enforcement of the remedy of specific enforcement and other equitable remedies. (c) No person, firm or corporation has or will have, as a result of any act or omission by the Investor, any right, interest or valid claim against the Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with the transactions contemplated by this Agreement. The Investor agrees will indemnify and hold the Company harmless against any and all liability with respect to any commission, fee or other compensation which may be payable or determined to be payable as a result of the actions of the Investor in connection with the transactions contemplated by this Agreement. (d) The Investor has been afforded access to and the opportunity to obtain all financial and other information about the Company that the Investor shall notdesires (including the opportunity to meet with Company officers), under any circumstances hold and the IFA responsible for any data loss, or leakage of data, Investor has either been supplied with such information or passwords of the Investor provided the same is has determined that such information was not caused due to the negligence of the IFArequired. o The Investor acknowledges that he or it has been provided with an opportunity to review a copy of the consolidated holding statement provided reports filed by the IFA is based on Company with the feeds received from SEC under the Investee or their Agents and shall not hold Securities Exchange Act of 1934 (the IFA responsible or liable for any errors in the consolidated holding statement. o The Investor shall neither hold the IFA responsible or liable for any damages caused due to the Investment decisions made by the Investor based on the recommendations / advice offered by the IFA. o The Investor shall at all times be bound by the terms and conditions as laid down by the IFA and published on their website from time to time with regards the number of transactions, transaction charges, cut off times for transactions, etc“Exchange Act”). The Investor hereby confirms further acknowledges that he or it has carefully read and reviewed, and is aware that familiar with and understands the cutcontents thereof, including, without limitation, the Cautionary Statement set forth in the Company’s Quarterly Report on Form 10-off timing mentioned on the Investee Websites may be prior to the statutory cut-off timing specified under SEBI Regulations and the SID/SAI for operational convenience; o The Investor is aware that the IFA has entered into various agreements with various Third Party Service Providers to enable the Investor to execute the transactions smoothly, copies of which will be provided to the Investor and hereby undertakes not to commit any act which would violate the agreement executed by the IFA with any Third Party Service Provider and also confirms that he shall be responsible for any breach caused by him and liable for any costs and consequences thereof o The Investor shall not hold the IFA responsible or liable Q for the transactions initiated by period ended April 2, 2013. There is no further information about the Investor on the websites of the various AMC‟s, due to non-availability of the websites of the various AMC‟s or due to the failure of the Payment Gateway offered by the IFA, provided the same is not caused due to the negligence of the IFA. o The Investor declares Company that the Investor desires or requires to make his or its decision to buy the Securities. (e) Investor hereby acknowledges that the issuance of the Securities has complied with and shall at all times remain in Compliance with all not been reviewed by the SEC nor any state regulatory authority since the issuance of the Securities is intended to be exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the “Securities Act”). Investor acknowledges that the Securities have not been registered under the Securities Act or qualified under the securities laws of any state or other jurisdiction or any other regulatory authority, or any other applicable blue sky laws, rulesin reliance, regulationsin part, etc. on Investor’s representations, warranties and agreements made herein. (f) Investor understands that the right to transfer the Securities will be restricted unless the transfer is not in violation of the Securities Act, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of any designated authority. o The Investor hereby authorizes Securities unless the IFA to receive the investment details which will be forwarded by the Investees to the IFA. The Investor hereby undertakes to execute all such documents as required by the Investee for such authorization. o The Investor confirms that they are aware transferee is an “accredited investor,” and that the Investee shall share information about Company has the Investor‟s investment with the Investeeright, with the IFA and the Payment Gateway provider for the processing of the transaction requests of in its absolute discretion, to refuse to consent to such transfer. (g) Investor represents that the Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and that the Investor hereby grants their „no objection‟ is able to bear the same o The Investor shall file economic risk of an investment in the requisite Nomination with each of the various Investee‟s as required by the InvesteesSecurities.

Representations by Investor. o The Investor represents, warrants and agrees that as follows: (i) Investor is purchasing the Note and Option for its own account for the purpose of investment and not with a view toward the redistribution or resale of any part thereof. Investor shall nothas no present arrangement, under any circumstances hold the IFA responsible understanding or agreement for any data loss, transferring or leakage of data, information or passwords disposing of the Investor provided the same is not caused due to the negligence of the IFA. o The Investor acknowledges that the consolidated holding statement provided by the IFA is based on the feeds received from the Investee or their Agents and shall not hold the IFA responsible or liable for any errors in the consolidated holding statement. o The Investor shall neither hold the IFA responsible or liable for any damages caused due to the Investment decisions made by the Investor based on the recommendations / advice offered by the IFA. o The Investor shall at all times be bound by the terms and conditions as laid down by the IFA and published on their website from time to time with regards the number of transactions, transaction charges, cut off times for transactions, etc. The Investor hereby confirms that he is aware that the cut-off timing mentioned on the Investee Websites may be prior to the statutory cut-off timing specified under SEBI Regulations and the SID/SAI for operational convenience; o The Note; (ii) Investor is aware that the IFA purchase of the Note and Option represent speculative investments; (iii) Before executing this Agreement, representatives of Investor were furnished all information with respect to the Company that they requested and representatives of Investor were given the opportunity to ask Company executives all questions that such representatives had and to inspect the Company's operations as well as meet with the Company's principal customers; (iv) Investor confirms that it is an OAccredited Investor,O as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act; (v) Investor confirms that it is able to bear the economic risk inherent in its investment and understands that there currently is no, and that there may not ever be any, private or public market for the Note in the event that Investor needs to liquidate its investment; (vi) Investor agrees that it will not offer or sell the Note, Option or any of the shares of Common Stock into which the Note is convertible or which are issuable upon exercise of the Option unless the Note or such shares of Common Stock are registered under the Securities Act and under all applicable state securities laws, unless Investor has entered established to the reasonable satisfaction of the Company that no such registration is required; (vii) Investor agrees that appropriate restrictive endorsements will be placed on the instrument evidencing the Note, Option and on the certificate(s) evidencing the shares of Common Stock into various agreements with various Third Party Service Providers which the Notes are convertible or which are issuable upon exercise of the Option to enable reflect the foregoing and that the Company will give appropriate stop transfer instructions to the person in charge of the transfer of its securities, including the Note, Option and the Common Stock; and (viii) No investment banker, broker or finder is entitled to any financial advisory, brokerage or finderOs fee or other similar payment from either the Investor to execute or the transactions smoothlyCompany based on agreements, copies of which will be provided to the Investor and hereby undertakes not to commit any act which would violate the agreement executed by the IFA with any Third Party Service Provider and also confirms that he shall be responsible for any breach caused by him and liable for any costs and consequences thereof o The Investor shall not hold the IFA responsible arrangements or liable for the transactions initiated undertakings made by the Investor on the websites or any of the various AMC‟sits directors, due to non-availability of the websites of the various AMC‟s officers or due to the failure of the Payment Gateway offered by the IFA, provided the same is not caused due to the negligence of the IFA. o The Investor declares that the Investor has complied with and shall at all times remain employees in Compliance with all applicable laws, rules, regulations, etc. of any designated authority. o The Investor hereby authorizes the IFA to receive the investment details which will be forwarded by the Investees to the IFA. The Investor hereby undertakes to execute all such documents as required by the Investee for such authorization. o The Investor confirms that they are aware that the Investee shall share information about the Investor‟s investment connection with the Investee, with the IFA transactions and the Payment Gateway provider for the processing of the transaction requests of the Investor and the Investor hereby grants their „no objection‟ to the same o The Investor shall file the requisite Nomination with each of the various Investee‟s as required by the Investeesacts contemplated hereby. 6. Registration Rights

Representations by Investor. o The Investor represents, warrants and agrees that as follows: (i) Investor is purchasing the Note for its own account for the purpose of investment and not with a view toward the redistribution or resale of any part thereof. Investor shall nothas no present arrangement, under any circumstances hold the IFA responsible understanding or agreement for any data loss, transferring or leakage of data, information or passwords disposing of the Investor provided the same is not caused due to the negligence of the IFA. o The Investor acknowledges that the consolidated holding statement provided by the IFA is based on the feeds received from the Investee or their Agents and shall not hold the IFA responsible or liable for any errors in the consolidated holding statement. o The Investor shall neither hold the IFA responsible or liable for any damages caused due to the Investment decisions made by the Investor based on the recommendations / advice offered by the IFA. o The Investor shall at all times be bound by the terms and conditions as laid down by the IFA and published on their website from time to time with regards the number of transactions, transaction charges, cut off times for transactions, etc. The Investor hereby confirms that he is aware that the cut-off timing mentioned on the Investee Websites may be prior to the statutory cut-off timing specified under SEBI Regulations and the SID/SAI for operational convenience; o The Note; (ii) Investor is aware that the IFA purchase of the Note represents a speculative investment; (iii) Before executing this Agreement, representatives of Investor were furnished all information with respect to the Company that they requested and representatives of Investor were given the opportunity to ask Company executives all questions that such representatives had and to inspect the Company's operations; (iv) Investor confirms that it is an "Accredited Investor," as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act; (v) Investor confirms that it is able to bear the economic risk inherent in its investment and understands that there currently is no, and that there may not ever be any, private or public market for the Notes in the event that Investor needs to liquidate its investment; (vi) Investor agrees that it will not offer or sell the Notes or any of the shares of Common Stock into which the Notes will be convertible unless the Notes or such shares of Common Stock are registered under the Securities Act and under all applicable state securities laws, unless Investor has entered established to the reasonable satisfaction of the Company that no such registration is required; (vii) Investor agrees that appropriate restrictive endorsements will be placed on the instrument evidencing the Notes and on the certificate(s) evidencing the shares of Common Stock into various agreements with various Third Party Service Providers which the Notes are convertible to enable reflect the foregoing and that the Company will give appropriate stop transfer instructions to the person in charge of the transfer of its securities, including the Notes and the Common Stock; and (viii) No investment banker, broker or finder is entitled to any financial advisory, brokerage or finder's fee or other similar payment from either the Investor to execute or the transactions smoothlyCompany based on agreements, copies of which will be provided to the Investor and hereby undertakes not to commit any act which would violate the agreement executed by the IFA with any Third Party Service Provider and also confirms that he shall be responsible for any breach caused by him and liable for any costs and consequences thereof o The Investor shall not hold the IFA responsible arrangements or liable for the transactions initiated undertakings made by the Investor on the websites or any of the various AMC‟sits directors, due to non-availability of the websites of the various AMC‟s officers or due to the failure of the Payment Gateway offered by the IFA, provided the same is not caused due to the negligence of the IFA. o The Investor declares that the Investor has complied with and shall at all times remain employees in Compliance with all applicable laws, rules, regulations, etc. of any designated authority. o The Investor hereby authorizes the IFA to receive the investment details which will be forwarded by the Investees to the IFA. The Investor hereby undertakes to execute all such documents as required by the Investee for such authorization. o The Investor confirms that they are aware that the Investee shall share information about the Investor‟s investment connection with the Investee, with the IFA transactions and the Payment Gateway provider for the processing of the transaction requests of the Investor and the Investor hereby grants their „no objection‟ to the same o The Investor shall file the requisite Nomination with each of the various Investee‟s as required by the Investeesacts contemplated hereby.

Representations by Investor. o In consideration of the Company’s issuance of The Securities, Investor agrees makes the following representations and warranties to the Company and to its principals, which warranties and representations shall survive the issuance of The Securities by the Company: (a) Prior to the time of purchase of any of The Securities, Investor has carefully reviewed this Agreement, and the Company’s filings with the Securities and Exchange Commission (the foregoing materials, together with this Agreement and any documents which may have been made available upon request as reflected therein, collectively referred to as the “Public Information”). Investor has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Investor’s understanding of the terms thereof and of the Company’s business and status thereof. (b) Investor acknowledges that Investor has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Securities. (c) The Securities are being purchased for Investor’s own account for long-term investment and not with a view to immediately re-sell the Securities. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Securities. Investor or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Investor to utilize the information made available to it in connection with the purchase of the Securities to evaluate the merits and risks thereof and to make an informed investment decision. (d) Investor hereby acknowledges that the Investor shall not, under any circumstances hold the IFA responsible for any data loss, or leakage of data, information or passwords issuance of the Investor provided Securities has not been reviewed by the same is not caused due to United States Securities and Exchange Commission (the negligence “SEC”) nor any state regulatory authority since the issuance of the IFA. o The Securities is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. Investor acknowledges that the consolidated holding statement provided Securities have not been registered under the Securities Act or qualified under the under the securities laws of any state or other jurisdiction or any other regulatory authority, or any other applicable blue sky laws, in reliance, in part, on Investor’s representations, warranties and agreements made herein. (e) Investor represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Securities under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (f) Investor represents that Investor meets the criteria for participation because: (i) Investor has a preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Investor’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the IFA Company or any affiliate or selling agent of the Company, Investor is based on capable of evaluating the feeds received from the Investee or their Agents risk and shall not hold the IFA responsible or liable for any errors merits of an investment in the consolidated holding statement. o The Securities and of protecting its own interests. (g) Investor shall neither hold represents that Investor is an “accredited investor” within the IFA responsible or liable for any damages caused due meaning of Rule 501 of Regulation D under the Securities Act as indicated by the Investor’s responses to the Investment decisions made by questions contained in the Certificate of Accredited Investor Status attached hereto as Exhibit C, and that the Investor based on is able to bear the recommendations / advice offered by economic risk of an investment in the IFA. o The Securities. (h) Investor shall at all times be bound by the terms and conditions as laid down by the IFA and published on their website from time to time with regards the number of transactions, transaction charges, cut off times for transactions, etc. The Investor hereby confirms that he is aware understands that the cut-off timing mentioned on Securities are illiquid, and until registered with the Investee Websites SEC, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Investor may not be prior able to sell or dispose of the Securities, or to utilize the Securities as collateral for a loan. Investor must not purchase the Securities unless Investor has liquid assets sufficient to assure Investor that such purchase will cause it no undue financial difficulties, and that Investor can still provide for current and possible personal contingencies, and that the commitment herein for the Securities, combined with other investments of Investor, is reasonable in relation to its net worth. (i) Investor understands that the right to transfer the Securities will be restricted unless the transfer is not in violation of the Securities Act, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of any of The Securities unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (j) Investor has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Securities, and has done so, to the statutory cut-off timing specified under SEBI Regulations and the SID/SAI for operational convenience; o The extent Investor is aware considers necessary. (k) Investor acknowledges that the IFA has entered into various agreements with various Third Party Service Providers to enable tax consequences of investing in the Investor to execute Company will depend on particular circumstances, and neither the transactions smoothlyCompany, copies the Company’s Officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of which any of them, will be provided to the Investor and hereby undertakes not to commit any act which would violate the agreement executed by the IFA with any Third Party Service Provider and also confirms that he shall be responsible for any breach caused by him and liable for any costs and consequences thereof o The Investor shall not hold the IFA responsible or liable for the transactions initiated tax consequences to Investor of an investment in the Company. Investor will look solely to and rely upon its own advisers with respect to the tax consequences of this investment. (l) Investor acknowledges that some of the information provided by the Company in connection with the purchase of the Securities constitutes “material non-public information” within the meaning of Rule 10b-5 of the Exchange Act. Investor acknowledges and agrees that Investor is prohibited from any buying or selling of the Company’s securities on the basis of this material non-public information until after the information either becomes publicly available by the Company (such as in a Current Report on Form 8-K or in the Company’s Form 10-K or Form 10-Q) or ceases to be material, and in no event for at least thirty (30) days from the date hereof. Investor acknowledges that it is aware of the restrictions of applicable securities laws, including Regulation FD and Sections 9 and 10 of the Exchange Act and Rule 10b-5 under the Exchange Act, relating to the trading in securities of an issuer, including while in possession of material non public information regarding that issuer. (m) All information which Investor has provided to the Company concerning Investor, including but not limited to, its financial position and its knowledge of financial and business matters, is truthful, accurate, correct, and complete as of the date set forth herein. (n) Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. (o) The Investor hereby represents that the address of the Investor furnished by Investor on the websites of signature page hereof is the various AMC‟s, due to non-availability of the websites of the various AMC‟s Investor’s principal residence if Investor is an individual or due to the failure of the Payment Gateway offered by the IFA, provided the same its principal business address if it is not caused due to the negligence of the IFA. o a corporation or other entity. (p) The Investor declares represents that the Investor has complied with full power and shall at all times remain in Compliance with all applicable lawsauthority (corporate, rules, regulations, etc. of any designated authority. o The Investor hereby authorizes the IFA to receive the investment details which will be forwarded by the Investees to the IFA. The Investor hereby undertakes statutory and otherwise) to execute all and deliver this Agreement and to purchase the Securities. This Agreement constitutes the legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms. (q) If the Investor is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such documents as entity has been duly authorized by such entity to do so. (r) Investor acknowledges that if he or she is a Registered Representative of a FINRA member firm, he or she must give such firm the notice required by the Investee for FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such authorization. o The firm. (s) Investor confirms acknowledges that they are aware that at such time, if ever, as any of the Investee shall share information about the Investor‟s investment Securities is registered with the InvesteeSEC, sales of such Securities will be subject to state securities laws. (t) Investor agrees not to issue any public statement with respect to the IFA Investor’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Payment Gateway provider for Company without the processing of the transaction requests of the Investor and the Investor hereby grants their „no objection‟ to the same o The Investor shall file the requisite Nomination with each of the various Investee‟s Company’s prior written consent, except such disclosures as may be required by the Investeesunder applicable law or under any applicable order, rule or regulation.