Common use of Representations of the Consultant Clause in Contracts

Representations of the Consultant. The Consultant acknowledges, represents and warranties to the Company that: 6.1.1 it is acquiring the Consulting Shares, for its own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), in a manner which would require registration under the Securities Act or any state securities laws. The Consultant can bear the economic risk of investment in the Consulting Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the Consulting Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. The Consultant recognizes that the Consulting Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Consulting Shares are registered under the Securities Act or unless an exemption from registration is available—provided further that the Company is under no obligation to register the resale of such Consulting Shares, except that the Company and Consultant will rely on an exemption from registration as provided in Article 2.5. The Consultant has carefully considered and has, to the extent it believes such discussion necessary, discussed with its respective professional, legal, tax and financial advisors, the suitability of an investment in the Consulting Shares for its particular tax and financial situation and his respective advisers, if such advisors were deemed necessary, have determined that the Consulting Shares are a suitable investment for it. The Consultant has not been offered the Consulting Shares by any form of general solicitation or advertising, 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 the Consultant’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. The Consultant 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 Consulting Shares and the Company, and all such questions have been answered to the full satisfaction of the Consultant. The Consultant is relying on its own investigation and evaluation of the Company and the Consulting Shares and not on any other information; and 6.1.2 The Consultant understands and agrees that a legend will be placed on any certificate(s) or other document(s) evidencing the Consulting Shares in substantially the following form:

Representations of the Consultant. The Consultant acknowledges, represents and warranties to the Company that: 6.1.1 it he is acquiring the Consulting Shares, for its his own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), in a manner which would require registration under the Securities Act or any state securities laws. The Consultant can bear the economic risk of investment in the Consulting Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the Consulting Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. The Consultant recognizes that the Consulting Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Consulting Shares are registered under the Securities Act or unless an exemption from registration is available—provided further that the Company is under no obligation to register the resale of such Consulting Shares, except that the Company and Consultant will rely on an exemption from registration as provided in Article 2.5. The Consultant has carefully considered and has, to the extent it he believes such discussion necessary, discussed with its his respective professional, legal, tax and financial advisors, the suitability of an investment in the Consulting Shares for its his particular tax and financial situation and his respective advisers, if such advisors were deemed necessary, have determined that the Consulting Shares are a suitable investment for ithim. The Consultant has not been offered the Consulting Shares by any form of general solicitation or advertising, 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 the Consultant’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. The Consultant 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 Consulting Shares and the Company, and all such questions have been answered to the full satisfaction of the Consultant. The Consultant is relying on its own investigation and evaluation of the Company and the Consulting Shares and not on any other information; and 6.1.2 In addition to any other legends placed on the certificate(s) evidencing the Consulting Shares, such certificate(s) evidencing unvested Consulting Shares, if any, will bear the following legend: 6.1.3 The Consultant understands and agrees that a legend will be placed on any certificate(s) or other document(s) evidencing the Consulting Shares in substantially the following form:

Representations of the Consultant. The Consultant acknowledges, represents and warranties to the Company that: 6.1.1 it he is acquiring the Consulting Shares, for its his own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), in a manner which would require registration under the Securities Act or any state securities laws. The Consultant can bear the economic risk of investment in the Consulting Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the Consulting Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. The Consultant recognizes that the Consulting Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Consulting Shares are registered under the Securities Act or unless an exemption from registration is available—provided further that the Company is under no obligation to register the resale of such Consulting Shares, except that the Company and Consultant will rely on an exemption from registration as provided in Article 2.5. The Consultant has carefully considered and has, to the extent it he believes such discussion necessary, discussed with its his respective professional, legal, tax and financial advisors, the suitability of an investment in the Consulting Shares for its his particular tax and financial situation and his respective advisers, if such advisors were deemed necessary, have determined that the Consulting Shares are a suitable investment for ithim. The Consultant has not been offered the Consulting Shares by any form of general solicitation or advertising, 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 the Consultant’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. The Consultant 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 Consulting Shares and the Company, and all such questions have been answered to the full satisfaction of the Consultant. The Consultant is relying on its own investigation and evaluation of the Company and the Consulting Shares and not on any other information; and 6.1.2 The Consultant understands and agrees that a legend will be placed on any certificate(s) or other document(s) evidencing the Consulting Shares in substantially the following form:

Representations of the Consultant. The Consultant acknowledges, represents and warranties to the Company that: 6.1.1 it is acquiring the Consulting Shares, for its own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), in a manner which would require registration under the Securities Act or any state securities laws. The Consultant can bear the economic risk of investment in the Consulting Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the Consulting Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. The Consultant recognizes that the Consulting Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Consulting Shares are registered under the Securities Act or unless an exemption from registration is available—provided further that the Company is under no obligation to register the resale of such Consulting Shares, except that the Company and Consultant will rely on an exemption from registration as provided in Article 2.5. The Consultant has carefully considered and has, to the extent it believes such discussion necessary, discussed with its respective professional, legal, tax and financial advisors, the suitability of an investment in the Consulting Shares for its particular tax and financial situation and his respective advisers, if such advisors were deemed necessary, have determined that the Consulting Shares are a suitable investment for it. The Consultant has not been offered the Consulting Shares by any form of general solicitation or advertising, 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 the Consultant’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. The Consultant 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 Consulting Shares and the Company, and all such questions have been answered to the full satisfaction of the Consultant. The Consultant is relying on its own investigation and evaluation of the Company and the Consulting Shares and not on any other information; andand Consulting Agreement 6.1.2 The Consultant understands and agrees that a legend will be placed on any certificate(s) or other document(s) evidencing the Consulting Shares in substantially the following form:

Representations of the Consultant. The Consultant acknowledges, represents and warranties to the Company that: 6.1.1 it she is acquiring the Consulting Shares, for its her own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), in a manner which would require registration under the Securities Act or any state securities laws. The Consultant can bear the economic risk of investment in the Consulting Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the Consulting Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. The Consultant recognizes that the Consulting Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Consulting Shares are registered under the Securities Act or unless an exemption from registration is available—provided further that the Company is under no obligation to register the resale of such Consulting Shares, except that the Company and Consultant will rely on an exemption from registration as provided in Article 2.5. The Consultant has carefully considered and has, to the extent it she believes such discussion necessary, discussed with its his respective professional, legal, tax and financial advisors, the suitability of an investment in the Consulting Shares for its his particular tax and financial situation and his respective advisers, if such advisors were deemed necessary, have determined that the Consulting Shares are a suitable investment for ither. The Consultant has not been offered the Consulting Shares by any form of general solicitation or advertising, 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 the Consultant’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. The Consultant 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 Consulting Shares and the Company, and all such questions have been answered to the full satisfaction of the Consultant. The Consultant is relying on its own investigation and evaluation of the Company and the Consulting Shares and not on any other information; and 6.1.2 In addition to any other legends placed on the certificate(s) evidencing the Consulting Shares, such certificate(s) evidencing unvested Consulting Shares, if any, will bear the following legend: 6.1.3 The Consultant understands and agrees that a legend will be placed on any certificate(s) or other document(s) evidencing the Consulting Shares in substantially the following form: