Common use of Representations of Holder Clause in Contracts

Representations of Holder. In addition, in connection with the issuance of this Warrant, Holder specifically represents to the Company by acceptance of this Warrant as follows: (a) Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. Holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof for purposes of the Act. (b) Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder's investment intent as expressed herein. In this connection, Holder understands that, in the view of the SEC, the statutory basis for such exemption may be unavailable if Holder's representation was predicated solely upon a present intention to hold the Warrant for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Warrant, or for a period of one year or any other fixed period in the future. (c) Holder further understands that this Warrant must be held indefinitely unless subsequently registered under the Act and any applicable state securities laws, or unless exemptions from registration are otherwise available. Moreover, Holder understands that the Company is under no obligation to register this Warrant. (d) Holder is aware of the provisions of Rule 144 and 144A, promulgated under the Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: The availability of certain public information about the Company, the resale occurring not less than two years after the party has purchased and paid for the securities to be sold; the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein. (e) Holder further understands that at the time it wishes to sell this Warrant there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, Holder may be precluded from selling this Warrant under Rule 144 and 144A even if the two-year minimum holding period had been satisfied. (f) Holder further understands that in the event all of the requirements of Rule 144 and 144A are not satisfied, registration under the Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and 144A are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Representations of Holder. In addition, in connection with the issuance of this Warrant, Holder specifically represents to the Company by acceptance of this Warrant as follows: (a) Holder has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is aware able to bear the economic risk of an investment in the Option Shares offered by Company of the size contemplated. Holder represents that Holder is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Holder has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Holder has deemed appropriate. (b) Holder is an “Accredited Investor” as defined in Regulation D of the Securities Act of 1933 (the “Act”) or Holder, either alone or with Holder’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company or any affiliate or selling agent of Company's , directly or indirectly, has sufficient knowledge and experience in financial and business affairs matters that Holder is capable of evaluating the merits and financial condition, risks of an investment in the Option Shares offered by Company and of making an informed investment decision with respect thereto and has acquired information about the Company sufficient capacity to reach an informed and knowledgeable decision to acquire this Warrant. protect Holder’s own interests in connection with Holder’s proposed investment in the Option Shares. (c) Holder is acquiring this Warrant the Option Shares solely for its Holder’s own account as principal, for investment purposes only and not with a view to, or for to the resale in connection with, any "distribution" thereof for purposes of the Act. (b) Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder's investment intent as expressed herein. In this connection, Holder understands thator distribution thereof, in the view of the SECwhole or in part, the statutory basis for and no other person or entity has a direct or indirect beneficial interest in such exemption may be unavailable if Holder's representation was predicated solely upon a present intention to hold the Warrant for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Warrant, or for a period of one year or any other fixed period in the future. (c) Holder further understands that this Warrant must be held indefinitely unless subsequently registered under the Act and any applicable state securities laws, or unless exemptions from registration are otherwise available. Moreover, Holder understands that the Company is under no obligation to register this WarrantOption Shares. (d) Holder is aware of will not sell or otherwise transfer the provisions of Rule 144 and 144A, promulgated under the Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: The availability of certain public information about the Company, the resale occurring not less than two years after the party has purchased and paid for the securities to be sold; the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein. (e) Holder further understands that at the time it wishes to sell this Warrant there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, Holder may be precluded from selling this Warrant under Rule 144 and 144A even if the two-year minimum holding period had been satisfied. (f) Holder further understands that in the event all of the requirements of Rule 144 and 144A are not satisfied, Option Shares without registration under the Act, compliance with Regulation A, Act or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and 144A are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption from registration is available therefrom and fully understands and agrees that Holder must bear the economic risk of Holder's purchase for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.an indefinite period of time

Representations of Holder. In additionThe Holder hereby represents, in connection with the issuance of this Warrant, Holder specifically represents covenants and acknowledges to the Company by acceptance of this Warrant as followsthat: (a1) Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. Holder is acquiring this Warrant for its own account for investment purposes only and not with a view tothe Warrant Shares are “restricted securities” as such term is used in the rules and regulations under the Securities Act of 1933, or for as amended (the resale in connection with, any "distribution" thereof for purposes of the “Act. (b”) Holder understands and that this Warrant has and the Warrant Shares have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, and the bona fide nature of Holder's investment intent as expressed herein. In this connection, Holder understands that, in the view of the SEC, the statutory basis for such exemption may be unavailable if Holder's representation was predicated solely upon a Company has no present intention to hold of registering the Warrant for Securities under the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Warrant, or for a period of one year Act or any other fixed period in the future. (c) Holder further understands state securities law, and that this Warrant and the Warrant Shares must be held indefinitely unless subsequently registered under a transfer can be made pursuant to appropriate exemptions; (2) the Act Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (3) the Holder is purchasing for investment for his own account and not with a view to or for sale in connection with any distribution of this Warrant or the Warrant Shares and he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; (4) the Holder is an “accredited investor” within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the “Commission”); and (5) the Holder (i) has received all information the Holder has requested from the Company and considers necessary or appropriate for deciding whether to acquire this Warrant and the Warrant Shares, or unless exemptions (ii) has had an opportunity to ask questions and receive answers from registration are otherwise available. Moreoverthe Company regarding the terms and conditions of this Warrant and the Warrant Shares and to obtain any additional information necessary to verify the accuracy of the information given to the Holder, Holder understands and (iii) has such knowledge and experience in financial and business matters such that the Company is under no obligation to register this Warrant. (d) Holder is aware capable of evaluating the merits and risks of the provisions of Rule 144 and 144A, promulgated under the Act, which, investment in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: The availability of certain public information about the Company, the resale occurring not less than two years after the party has purchased and paid for the securities to be sold; the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) this Warrant and the amount of securities being sold during any three-month period not exceeding the specified limitations stated thereinWarrant Shares. (e) Holder further understands that at the time it wishes to sell this Warrant there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, Holder may be precluded from selling this Warrant under Rule 144 and 144A even if the two-year minimum holding period had been satisfied. (f) Holder further understands that in the event all of the requirements of Rule 144 and 144A are not satisfied, registration under the Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and 144A are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Representations of Holder. In addition, in connection with the issuance of this Warrant, the Holder specifically represents represents, as of the date hereof, to the Company by acceptance of this Warrant as Warrants follows: (a) The Holder is aware an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this WarrantSecurities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account for investment purposes only and not with a view totowards, or for the resale in connection with, any "distribution" thereof for purposes the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (b) The Holder understands and acknowledges that this Warrant has not been registered and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in reliance upon a specific exemption therefrom, which exemption depends upon, among other thingscertain limited circumstances as further provided in the Purchase Agreement. In addition, the bona fide nature of Holder's investment intent Holder represents that it is familiar with Rule 144 under the Securities Act, as expressed herein. In this connectionpresently in effect, Holder and understands that, in the view of resale limitations imposed thereby and by the SEC, the statutory basis for such exemption may be unavailable if Holder's representation was predicated solely upon a present intention to hold the Warrant for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Warrant, or for a period of one year or any other fixed period in the futureSecurities Act. (c) The Holder further understands acknowledges that this it can bear the economic and financial risk of its investment for an indefinite period, 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 must be held indefinitely unless subsequently registered under and the Act Warrant Shares. The Holder has had an opportunity to ask questions and any applicable state securities laws, or unless exemptions receive answers from registration are otherwise available. Moreover, Holder understands that the Company is under no obligation to register this Warrant. (d) Holder is aware regarding the terms and conditions of the provisions offering of Rule 144 the Warrant and 144Athe business, promulgated under the Actproperties, whichprospects, in substance, permit limited public resale and financial condition of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: The availability of certain public information about the Company, the resale occurring not less than two years after the party has purchased and paid for the securities to be sold; the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein. (e) Holder further understands that at the time it wishes to sell this Warrant there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, Holder may be precluded from selling this Warrant under Rule 144 and 144A even if the two-year minimum holding period had been satisfied. (f) Holder further understands that in the event all of the requirements of Rule 144 and 144A are not satisfied, registration under the Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and 144A are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Representations of Holder. In addition, in connection with the issuance of this Warrant, Holder specifically represents to the Company by acceptance of this Warrant as follows: (a) Holder has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is aware able to bear the economic risk of an investment in the Option Shares offered by Seller of the Company's size contemplated. Holder represents that Holder is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Holder has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business affairs as Holder has deemed appropriate. (b) Holder is an “Accredited Investor” as defined in Regulation D of the Securities Act of 1933 (the “Act”) or Holder, either alone or with Holder’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Seller or any affiliate or selling agent of Seller, directly or indirectly, has sufficient knowledge and experience in financial condition, and business matters that Holder is capable of evaluating the merits and risks of an investment in the Option Shares offered by Seller and of making an informed investment decision with respect thereto and has acquired information about the Company sufficient capacity to reach an informed and knowledgeable decision to acquire this Warrant. protect Holder’s own interests in connection with Holder’s proposed investment in the Option Shares. (c) Holder is acquiring this Warrant the Option Shares solely for its Holder’s own account as principal, for investment purposes only and not with a view to, or for to the resale or distribution thereof, in connection withwhole or in part, any "distribution" thereof for purposes of the Actand no other person or entity has a direct or indirect beneficial interest in such Option Shares. (bd) Holder will not sell or otherwise transfer the Option Shares without registration under the Act or an exemption therefrom and fully understands and agrees that this Warrant has Holder must bear the economic risk of Holder's purchase for an indefinite period of time because, among other reasons, the Option Shares have not been registered under the Act in reliance upon a specific exemption therefromor under the securities laws of any state and, which exemption depends upontherefore, among other thingscannot be resold, the bona fide nature pledged, assigned or otherwise disposed of Holder's investment intent as expressed herein. In this connection, Holder understands that, in the view of the SEC, the statutory basis for such exemption may be unavailable if Holder's representation was predicated solely upon a present intention to hold the Warrant for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Warrant, or for a period of one year or any other fixed period in the future. (c) Holder further understands that this Warrant must be held indefinitely unless they are subsequently registered under the Act and any under the applicable state securities laws, laws of such states or unless exemptions from registration are otherwise available. Moreover, Holder understands that the Company is under no obligation to register this Warrant. (d) Holder is aware of the provisions of Rule 144 and 144A, promulgated under the Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: The availability of certain public information about the Company, the resale occurring not less than two years after the party has purchased and paid for the securities to be sold; the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein. (e) Holder further understands that at the time it wishes to sell this Warrant there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, Holder may be precluded from selling this Warrant under Rule 144 and 144A even if the two-year minimum holding period had been satisfied. (f) Holder further understands that in the event all of the requirements of Rule 144 and 144A are not satisfied, registration under the Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and 144A are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption from such registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own riskavailable.

Representations of Holder. In addition, Each Holder hereby represents and warrants to the Issuer as follows: (i) such Holder is a sophisticated investor having such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in Warrants and Warrant Shares; (ii) such Holder is capable of protecting its own interests in connection with the issuance acquisition, exercise or disposition of this Warrant, ; (iii) such Holder specifically represents to is an “accredited investor” within the Company by acceptance meaning of this Warrant as follows: Regulation D promulgated under the Securities Act; (aiv) such Holder is aware of that the Company's business affairs Warrants and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. Holder is acquiring this Warrant for its own account for investment purposes only and not with a view toShares are being, or for will be, issued to the resale in connection with, any "distribution" thereof for purposes of the Act. (b) Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder's investment intent as expressed herein. In ’s representation in this connection, Holder understands that, Section 9 and that such securities are restricted securities that cannot be publicly sold except in the view of the SEC, the statutory basis for certain prescribed situations; (v) such exemption may be unavailable if Holder's representation was predicated solely upon a present intention to hold the Warrant for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Warrant, or for a period of one year or any other fixed period in the future. (c) Holder further understands that this Warrant must be held indefinitely unless subsequently registered under the Act and any applicable state securities laws, or unless exemptions from registration are otherwise available. Moreover, Holder understands that the Company is under no obligation to register this Warrant. (d) Holder is aware of the provisions of Rule 144 and 144A, promulgated of the conditions under the Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof which sales may be made thereunder; (or from an affiliate of vi) such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: The availability of certain public Holder has received such information about the CompanyIssuer as the Holder deems reasonable and has had the opportunity to ask questions and receive answers from the Issuer with respect to its business, assets, prospects and financial condition; and (vii) such Holder, by acceptance of the resale occurring not less than two years after Warrants, acknowledges that the party has purchased Warrants and paid the Warrant Shares to be issued upon exercise thereof are being acquired solely for the securities to be sold; the sale being made through Holder’s own account and not as a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the amount of securities being sold during nominee for any three-month period not exceeding the specified limitations stated therein. (e) Holder further understands that at the time it wishes to sell this Warrant there may be no public market upon which to make such a saleother party, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, Holder may be precluded from selling this Warrant under Rule 144 and 144A even if the two-year minimum holding period had been satisfied. (f) Holder further understands that in the event all of the requirements of Rule 144 and 144A are not satisfied, registration under the Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and 144A are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or salesinvestment, and that such persons and their respective brokers who participate the Holder will not offer, sell or otherwise dispose of the Warrants or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in such transactions do so at their own riska violation of the Securities Act or any state securities laws.

Representations of Holder. In addition, in connection with the issuance of this Warrant, the Holder specifically represents represents, as of the date hereof, to the Company by acceptance of this Warrant as s follows: (a) The Holder is aware an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this WarrantSecurities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account for investment purposes only and not with a view totowards, or for the resale in connection with, any "distribution" thereof for purposes the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (b) The Holder understands and acknowledges that this Warrant has not been registered and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in reliance upon a specific exemption therefrom, which exemption depends upon, among other thingscertain limited circumstances. In addition, the bona fide nature of Holder's investment intent Holder represents that it is familiar with Rule 144 under the Securities Act, as expressed herein. In this connectionpresently in effect, Holder and understands that, in the view of resale limitations imposed thereby and by the SEC, the statutory basis for such exemption may be unavailable if Holder's representation was predicated solely upon a present intention to hold the Warrant for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Warrant, or for a period of one year or any other fixed period in the futureSecurities Act. (c) The Holder further understands acknowledges that this it can bear the economic and financial risk of its investment for an indefinite period, 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 must be held indefinitely unless subsequently registered under and the Act Warrant Shares. The Holder has had an opportunity to ask questions and any applicable state securities laws, or unless exemptions receive answers from registration are otherwise available. Moreover, Holder understands that the Company is under no obligation to register this Warrant. (d) Holder is aware regarding the terms and conditions of the provisions offering of Rule 144 the Warrant and 144Athe business, promulgated under the Actproperties, whichprospects, in substance, permit limited public resale and financial condition of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: The availability of certain public information about the Company, the resale occurring not less than two years after the party has purchased and paid for the securities to be sold; the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein. (e) Holder further understands that at the time it wishes to sell this Warrant there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, Holder may be precluded from selling this Warrant under Rule 144 and 144A even if the two-year minimum holding period had been satisfied. (f) Holder further understands that in the event all of the requirements of Rule 144 and 144A are not satisfied, registration under the Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and 144A are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Representations of Holder. In addition, in connection with the issuance of this Warrant, The Holder specifically represents and warrants to the Company by acceptance of this Warrant as followsthat: (a) 5.1. the Holder is aware the sole record and beneficial owner of the Company's business affairs and financial condition, Series B Shares and has acquired information about good and marketable title to the Company sufficient to reach an informed Series B Shares, free and knowledgeable decision to acquire this Warrantclear of any liens, claims, charges, options, rights of tenants or other encumbrances. Holder is has sole managerial and dispositive authority with respect to the Series B Shares and has not granted any person a proxy or option to buy the Series B Shares that has not expired or been validly withdrawn; 5.2. Holder will be acquiring this Warrant the Common Shares for its his own account account, for investment purposes only and not with a view to, or for the resale sale in connection with, any "a distribution" thereof for purposes , as that term is used in Section 2(11) of the Securities Act. (b) , in a manner which would require registration under the Securities Act or any state securities laws. Holder understands can bear the economic risk of investment in the Common Shares, has knowledge and experience in financial business matters, is capable of managing the risk of investment in the Common Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. Holder recognizes that this Warrant has the Common Shares have not been registered under the Act in reliance upon a specific exemption therefromSecurities Act, which exemption depends uponnor under the securities laws of any state and, among other thingstherefore, cannot be resold unless the bona fide nature of Holder's investment intent as expressed herein. In this connection, Holder understands that, in the view resale of the SEC, the statutory basis for such exemption may be unavailable if Holder's representation was predicated solely upon a present intention to hold the Warrant for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Warrant, or for a period of one year or any other fixed period in the future. (c) Holder further understands that this Warrant must be held indefinitely unless subsequently Common Shares is registered under the Securities Act and any applicable state securities laws, or unless exemptions from registration are otherwise available. Moreover, Holder understands that the Company is under no obligation to register this Warrant. (d) Holder is aware of the provisions of Rule 144 and 144A, promulgated under the Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: The availability of certain public information about the Company, the resale occurring not less than two years after the party has purchased and paid for the securities to be sold; the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein. (e) Holder further understands that at the time it wishes to sell this Warrant there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, Holder may be precluded from selling this Warrant under Rule 144 and 144A even if the two-year minimum holding period had been satisfied. (f) Holder further understands that in the event all of the requirements of Rule 144 and 144A are not satisfied, registration under the Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and 144A are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption from registration is available available. Holder has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Common Shares for its particular tax and financial situation and its respective advisers, if such offers advisors were deemed necessary, have determined that the Common Shares are a suitable investment for it. Holder has not been offered the Common Shares by any form of general solicitation or salesadvertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Holder’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Holder has had an opportunity to ask questions of and receive satisfactory answers from the Company, or persons acting on behalf of the Company, concerning the terms and conditions of the Common Shares and the Company, and that all such persons questions have been answered to the full satisfaction of Holder. Neither the Company, nor any other party, has supplied Holder any information regarding the Common Shares or an investment in the Common Shares other than as contained in this Agreement, and their respective brokers who participate in such transactions do so at their Holder is relying on its own riskinvestigation and evaluation of the Company and the Common Shares and not on any other information.

Representations of Holder. In additionThe Holder hereby represents, in connection with the issuance of this Warrant, Holder specifically represents covenants and acknowledges to the Company by acceptance of this Warrant as followsthat: (a1) Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. Holder is acquiring this Warrant for its own account for investment purposes only and not with a view tothe Warrant Shares are "restricted securities" as such term is used in the rules and regulations under the Securities Act of 1933, or for as amended (the resale in connection with, any "distribution" thereof for purposes of the Act. (bACT") Holder understands and that this Warrant has and the Warrant Shares have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, and the bona fide nature of Holder's investment intent as expressed herein. In this connection, Holder understands that, in the view of the SEC, the statutory basis for such exemption may be unavailable if Holder's representation was predicated solely upon a Company has no present intention to hold of registering the Warrant for Securities under the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Warrant, or for a period of one year Act or any other fixed period in the future. (c) Holder further understands state securities law, and that this Warrant and the Warrant Shares must be held indefinitely unless subsequently registered a transfer can be made pursuant to appropriate exemptions (including, without limitation, pursuant to Rule 144 under the Act Act); (2) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (3) the Holder is purchasing for investment for his own account and not with a view to or for sale in connection with any distribution of this Warrant or the Warrant Shares and he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; and (4) the Holder (i) has received all information the Holder has requested from the Company and considers necessary or appropriate for deciding whether to acquire this Warrant and the Warrant Shares, or unless exemptions (ii) has had an opportunity to ask questions and receive answers from registration are otherwise available. Moreoverthe Company regarding the terms and conditions of this Warrant and the Warrant Shares and to obtain any additional information necessary to verify the accuracy of the information given to the Holder, Holder understands and (iii) has such knowledge and experience in financial and business matters such that the Company is under no obligation to register this Warrant. (d) Holder is aware capable of evaluating the merits and risks of the provisions of Rule 144 and 144A, promulgated under the Act, which, investment in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: The availability of certain public information about the Company, the resale occurring not less than two years after the party has purchased and paid for the securities to be sold; the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) this Warrant and the amount of securities being sold during any three-month period not exceeding the specified limitations stated thereinWarrant Shares. (e) Holder further understands that at the time it wishes to sell this Warrant there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, Holder may be precluded from selling this Warrant under Rule 144 and 144A even if the two-year minimum holding period had been satisfied. (f) Holder further understands that in the event all of the requirements of Rule 144 and 144A are not satisfied, registration under the Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and 144A are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.