Common use of Representations of Assignee Clause in Contracts

Representations of Assignee. The Assignee hereby represents and covenant, individually, to the Company that: a. Assignee has all requisite power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement to be signed by the Assignee and to perform its obligations hereunder and to consummate the transactions contemplated hereby; b. Assignee understand that the shares to be issued upon conversion of the Note have not been, and may not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Assignee’s representations as expressed herein or otherwise made pursuant hereto; c. Assignee has substantial experience in evaluating and investing in securities of companies similar to the Company and acknowledges that it can protect its own interests. Assignee has such knowledge and experience in financial and business matters so it is capable of evaluating the merits and risks of its investment in the Company. Assignee is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act; d. Assignee has had an opportunity to receive all information related to the Company requested by them and to ask questions of and receive answers from the Company regarding the Company, and its business. Assignee has reviewed the Company’s periodic reports on file with Securities and Exchange Act filings; e. Assignee understands that there is a limited trading market for the shares issued upon conversion of the Note and that an active market may not develop for the shares. f. Assignee represents and warrants that it has read the terms of the Note and agrees to such terms.

Representations of Assignee. The Assignee hereby represents represent and covenant, individually, to the Company that: a. Assignee has all requisite power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement to be signed by the Assignee and to perform its obligations hereunder and to consummate the transactions contemplated hereby; b. Assignee understand that the shares to be issued upon conversion of the Note have not been, and may not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Assignee’s representations as expressed herein or otherwise made pursuant hereto; c. Assignee has substantial experience in evaluating and investing in securities of companies similar to the Company and acknowledges acknowledge that it can protect its own interests. Assignee has such knowledge and experience in financial and business matters so it is capable of evaluating the merits and risks of its investment in the Company. Assignee is an “accredited investorinvestors” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act; d. Assignee has had an opportunity to receive all information related to the Company requested by them and to ask questions of and receive answers from the Company regarding the Company, and its business. Assignee has reviewed the Company’s periodic reports on file with Securities and Exchange Act filings; e. Assignee understands that there is a limited trading market for the shares issued upon conversion of the Note and that an active market may not develop for the shares. f. Assignee represents and warrants that it has read the terms of the Note and agrees to such terms.

Representations of Assignee. The Assignee hereby represents and covenantcovenants, individually, to the Company that: a. Assignee has all requisite power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement to be signed by the Assignee and to perform its obligations hereunder and to consummate the transactions contemplated hereby; b. Assignee understand understands that the shares to be issued upon conversion of the Note have not been, and may not be, registered under the Securities Act of 1933, as amended (the “"Securities Act”") by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Assignee’s 's representations as expressed herein or otherwise made pursuant hereto; c. Assignee has substantial experience in evaluating and investing in securities of companies similar to the Company and acknowledges that it can protect its own interests. Assignee has such knowledge and experience in financial and business matters so it is capable of evaluating the merits and risks of its investment in the Company. Assignee is are an “"accredited investor” " within the meaning of Regulation D, Rule 501(a501 (a), promulgated by the Securities and Exchange Commission under the Securities Act; d. Assignee has had an opportunity to receive all information related to the Company requested by them and to ask questions of and receive answers from the Company regarding the Company, and its business. Assignee has reviewed the Company’s 's periodic reports on file with Securities and Exchange Act filings; e. Assignee understands that there is a limited trading market for the shares issued upon conversion of the Note and that an active market may not develop for the shares. f. Assignee represents and warrants that it has read the terms of the Note and agrees to such terms.

Representations of Assignee. The Assignee hereby represents and covenant, individually, to the Company that: a. Assignee has all requisite power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement to be signed by the Assignee and to perform its obligations hereunder and to consummate the transactions contemplated hereby; b. Assignee understand that the shares to be issued upon conversion of the Note have not been, and may not be, registered under the Securities Act of 1933, as amended (the “"Securities Act”") by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Assignee’s 's representations as expressed herein or otherwise made pursuant hereto; c. Assignee has substantial experience in evaluating and investing in securities of companies similar to the Company and acknowledges that it can protect its own interests. Assignee has such knowledge and experience in financial and business matters so it is capable of evaluating the merits and risks of its investment in the Company. Assignee is an “"accredited investor” " within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act; d. Assignee has had an opportunity to receive all information related to the Company requested by them and to ask questions of and receive answers from the Company regarding the Company, and its business. Assignee has reviewed the Company’s periodic reports on file with Securities and Exchange Act filings; e. Assignee understands that there is a limited trading market for the shares issued upon conversion of the Note and that an active market may not develop for the shares. f. Assignee represents and warrants that it has read the terms of the Note and agrees to such terms.

Representations of Assignee. The Assignee hereby represents and covenantcovenants, individually, to the Company that: a. Assignee has all requisite power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement to be signed by the Assignee and to perform its obligations hereunder and to consummate the transactions contemplated hereby; b. Assignee understand understands that the shares to be issued upon conversion of the Note have not been, and may not be, registered under the Securities Act of 1933, as amended (the “"Securities Act”") by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Assignee’s 's representations as expressed herein or otherwise made pursuant hereto; c. Assignee has substantial experience in evaluating and investing in securities of companies similar to the Company and acknowledges acknowledge that it can protect its own interests. Assignee has such knowledge and experience in financial and business matters so it is capable of evaluating the merits and risks of its investment in the Company. Assignee is an “"accredited investor” " within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act; d. Assignee has had an opportunity to receive all information related to the Company requested by them and to ask questions of and receive answers from the Company regarding the Company, and its business. Assignee has reviewed the Company’s 's periodic reports on file with Securities and Exchange Act filings; e. Assignee understands that there is a limited trading market for the shares issued upon conversion of the Note and that an active market may not develop for the shares. f. Assignee represents and warrants that it has read the terms of the Note and agrees agree to such terms.

Representations of Assignee. The Assignee hereby represents and covenant, individually, to the Company that: a. Assignee has all requisite power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement to be signed by the Assignee and to perform its obligations hereunder and to consummate the transactions contemplated hereby; b. Assignee understand that the shares to be issued upon conversion of the Note have not been, and may not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Assignee’s representations as expressed herein or otherwise made pursuant hereto; c. Assignee has substantial experience in evaluating and investing in securities of companies similar to the Company and acknowledges that it can protect its own interests. Assignee has such knowledge and experience in financial and business matters so it is capable of evaluating the merits and risks of its investment in the Company. .Assignee is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act; d. Assignee has had an opportunity to receive all information related to the Company requested by them and to ask questions of and receive answers from the Company regarding the Company, and its business. Assignee has reviewed the Company’s periodic reports on file with Securities and Exchange Act filings; e. Assignee understands that there is a limited trading market for the shares issued upon conversion of the Note and that an active market may not develop for the shares. f. Assignee represents and warrants that it has read the terms of the Note and agrees to such terms.