Common use of Representations of Holder Clause in Contracts

Representations of Holder. The holder of this Warrant, by the ------------------------- acceptance hereof, represents that it is acquiring this Warrant and the Warrant Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution hereof or of any of the shares of Common Stock or other securities issuable upon the exercise thereof, and not with any present intention of distributing any of the same. The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor") and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968 (an "Excluded Purchaser"). Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale and that such holder is an Accredited Investor and an Excluded Purchaser. If such holder cannot make such representations because they would be factually incorrect, it shall be a condition to such holder's exercise of the Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of the Warrant shall not violate any United States or state securities laws.

Representations of Holder. The holder Holder of this Warrant, by the ------------------------- acceptance hereof, represents (and any assignor shall represent) that it is acquiring this Warrant and the Warrant Shares for its own account for investment purposes and not with a view to, or for sale in connection with, any distribution hereof or of any of the shares of Common Stock or other securities issuable upon the exercise thereofhereof, and not with any present intention of distributing any of the same. The holder Holder of this Warrant further representsrepresents (and any assignor shall represent), by acceptance hereof, that, as of this date, such holder is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor") and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968 (an "Excluded PurchaserACCREDITED INVESTOR"). Upon exercise of this Warrant, the holder Holder shall, if requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holderHolder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale and that such holder Holder is an Accredited Investor and an Excluded PurchaserInvestor. If such holder Holder cannot make such representations because they would be factually incorrect, it shall be a condition to such holderXxxxxx's exercise of the Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of the Warrant shall not violate any United States Federal or state securities laws.

Representations of Holder. The holder of this Warrant, by the ------------------------- acceptance hereof, represents that it is acquiring this Warrant and the Warrant Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution hereof or of any of the shares of Common Stock or other securities issuable upon the exercise thereof, and not with any present intention of distributing any of the same. The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an "accredited investor" as such term is defined in Rule 501(a)(1501(a)(3) or Rule 501(a)(8) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor") and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968 (an "Excluded Purchaser"). Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale and that such holder is an Accredited Investor and an Excluded Purchaser. If such holder cannot make such representations because they would be factually incorrect, it shall be a condition to such holder's exercise of the Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of the Warrant shall not violate any United States or state securities laws.

Representations of Holder. The holder of this Warrant, by the ------------------------- acceptance hereof, represents that it is acquiring this Warrant and the Warrant Shares ADSs for its own account for investment only and not with a view totowards, or for sale resale in connection with, any the public sale or distribution hereof of this Warrant or of the Warrant ADSs, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the shares of Common Stock Warrant ADSs for any minimum or other securities issuable upon specific term and reserves the exercise thereof, right to dispose of this Warrant and not the Warrant ADSs at any time in accordance with any present intention of distributing any of or pursuant to a registration statement or an exemption under the sameSecurities Act. The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an "“accredited investor" ” as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "“Accredited Investor") and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968 (an "Excluded Purchaser"”). Upon exercise of this Warrant, Warrant the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares ADSs so purchased are being acquired solely for the holder's ’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale and that such holder is an Accredited Investor and an Excluded PurchaserInvestor. If such holder cannot make such representations because they would be factually incorrect, it shall be a condition to such holder's ’s exercise of the this Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of the this Warrant shall not violate any United States or state securities laws.

Representations of Holder. The holder Holder of this Warrant, by the ------------------------- acceptance hereof, represents that it is acquiring this Warrant and the Warrant Shares for its own account for investment only and not with a view totowards, or for sale resale in connection with, any the public sale or distribution hereof of this Warrant or of the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the shares of Common Stock Warrant Shares for any minimum or other securities issuable upon specific term and reserves the exercise thereof, right to dispose of this Warrant and not the Warrant Shares at any time in accordance with any present intention of distributing any of or pursuant to a registration statement or an exemption under the sameSecurities Act. The holder Holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder Holder is an "“accredited investor" ” as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "“Accredited Investor") and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968 (an "Excluded Purchaser"”). Upon exercise of this Warrant, Warrant the holder Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holder's ’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale and that such holder Holder is an Accredited Investor and an Excluded PurchaserInvestor. If such holder Holder cannot make such representations because they would be factually incorrect, it shall be a condition to such holder's ’s exercise of the this Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of the this Warrant shall not violate any United States or state securities laws.

Representations of Holder. The holder Holder of this Warrant, by the ------------------------- acceptance hereof, represents that it is acquiring this Warrant and the Warrant Shares for its own account for investment only and not with a view totowards, or for sale resale in connection with, any the public sale or distribution hereof of this Warrant or of the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the shares of Common Stock Warrant Shares for any minimum or other securities issuable upon specific term and reserves the exercise thereof, right to dispose of this Warrant and not the Warrant Shares at any time in accordance with any present intention of distributing any of or pursuant to a registration statement or an exemption under the sameSecurities Act. The holder Holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder Holder is an "“accredited investor" ” as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "“Accredited Investor") and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968 (an "Excluded Purchaser"”). Upon exercise of this Warrant, Warrant the holder Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holder's ’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale and that such holder Holder is an Accredited Investor and an Excluded PurchaserInvestor. If such holder Holder cannot make such representations because they would be factually incorrect, it shall be a condition to such holder's ’s exercise of the this Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of the this Warrant shall not violate any United States or state securities laws.. Form of Initial Warrant

Representations of Holder. The holder Holder hereby represents and warrants ------------------------- to the Company as follows, that Holder is a sophisticated investor having such knowledge and experience in business and investment matters that Holder is capable of protecting Xxxxxx's own interests in connection with the acquisition, exercise or disposition of this Warrant, by the ------------------------- acceptance hereof, represents that it is acquiring this Warrant and the Warrant Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution hereof or of any of the shares of Common Stock or other securities issuable upon the exercise thereof, and not with any present intention of distributing any of the same. The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder Holder is an "accredited investor" as such term is defined in Rule 501(a)(1) within the meaning of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933 (an the "Accredited Investor") and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968 (an "Excluded PurchaserAct"). Upon exercise Holder is aware that this Warrant and the Shares are being, or will be, issued to Holder in reliance upon Xxxxxx's representation in this Section 2 and that such securities are restricted securities that cannot be publicly sold except in certain prescribed situations. Holder is aware of the provisions of Rule 144 promulgated under the Act and of the conditions under which sales may be made thereunder. Xxxxxx has received such information about the Company as Holder deems reasonable, has had the opportunity to ask questions and receive answers from the Company with respect to its business, assets, prospects and financial condition and has verified any answers Holder has received from the Company with independent third parties to the extent Holder deems necessary. The Holder of this Warrant, by acceptance hereof, acknowledges this Warrant and the holder shall, if requested by the Company, confirm in writing, in a form satisfactory Shares to the Company, that the Warrant Shares so purchased be issued upon exercise hereof or conversion thereof are being acquired solely for the holderHolder's own account and not as a nominee for any other party, and for investment, and that the Holder will not with offer, sell or otherwise dispose of this Warrant or any Shares to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a view toward distribution or resale and that such holder is an Accredited Investor and an Excluded Purchaser. If such holder cannot make such representations because they would be factually incorrect, it shall be a condition to such holder's exercise violation of the Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of the Warrant shall not violate Act or any United States or state securities laws.

Representations of Holder. The holder Holder hereby represents and warrants ------------------------- to the Company as follows. Holder is a sophisticated investor having such knowledge and experience in business and investment matters that Holder is capable of protecting Holder's own interests in connection with the acquisition, exercise or disposition of this Warrant, by the ------------------------- acceptance hereof, represents that it is acquiring this Warrant and the Warrant Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution hereof or of any of the shares of Common Stock or other securities issuable upon the exercise thereof, and not with any present intention of distributing any of the same. The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder Holder is an "accredited investor" as such term is defined in Rule 501(a)(1) within the meaning of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933 (an the "Accredited Investor") and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968 (an "Excluded PurchaserAct"). Upon exercise Holder is aware that this Warrant and the Shares are being, or will be, issued to Holder in reliance upon Holder's representation in this Section 3 and that such securities are restricted securities that cannot be publicly sold except in certain prescribed situations. Holder is aware of the provisions of Rule 144 promulgated under the Act and of the conditions under which sales may be made thereunder. Holder has received such information about the Company as Holder deems reasonable, has had the opportunity to ask questions and receive answers from the Company with respect to its business, assets, prospects and financial condition and has verified any answers Holder has received from the Company with independent third parties to the extent Holder deems necessary. The Holder of this Warrant, by acceptance hereof, acknowledges this Warrant and the holder shall, if requested by the Company, confirm in writing, in a form satisfactory Shares to the Company, that the Warrant Shares so purchased be issued upon exercise hereof or conversion thereof are being acquired solely for the holderHolder's own account and not as a nominee for any other party, and for investment, and that the Holder will not with offer, sell or otherwise dispose of this Warrant or any Shares to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a view toward distribution or resale and that such holder is an Accredited Investor and an Excluded Purchaser. If such holder cannot make such representations because they would be factually incorrect, it shall be a condition to such holder's exercise violation of the Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of the Warrant shall not violate Act or any United States or state securities laws.

Representations of Holder. The holder of this Warrant, by ------------------------- the ------------------------- acceptance hereof, represents that it is acquiring this Warrant and the Warrant Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution hereof or of any of the shares of Common Stock or other securities issuable upon the exercise thereof, and not with any present intention of distributing any of the same. The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor") and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968 (an "Excluded Purchaser"). Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale and that such holder is an Accredited Investor and an Excluded Purchaser. If such holder cannot make such representations because they would be factually incorrect, it shall be a condition to such holder's exercise of the Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of the Warrant shall not violate any United States or state securities laws.