Common use of Representations, Warranties and Covenants of Holder Clause in Contracts

Representations, Warranties and Covenants of Holder. The Holder hereby represents and warrants to the Company as of the date hereof and as of the date of any exercise hereof that: (a) it is acquiring this Warrant and, upon exercise of this Warrant, the Warrant Shares, for its own account, without a view to the distribution thereof, without prejudice, however, to Holder’s right to Transfer the Warrant Shares in compliance with applicable Securities Law. (b) it is an “accredited investor” within the meaning of Regulation D, under the Securities Act. (c) it acknowledges that (i) this Warrant and the Warrant Shares have not been registered under the Securities Act or any state securities laws, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder and, as such, the Warrant and the Warrant Shares are “restricted securities” under the Securities Act; (ii) because the Warrant and the Warrant Shares are not so registered, it must bear the economic risk of holding this Warrant and the Warrant Shares for an indefinite period of time unless this Warrant and/or the Warrant Shares are subsequently, registered under the Securities Act or an exemption from such registration is available with respect thereto; (iii) it is familiar with Rule 144 under the Securities Act and the restrictions on resale thereunder; and (iv) there is no trading market for this Warrant or the Warrant Shares and there is no expectation that such market will exist in the future. (d) it will not assign or transfer this Warrant or the Warrant Shares except in accordance and in compliance with the requirements of the Securities Act, as then in effect.

Representations, Warranties and Covenants of Holder. The Holder hereby represents makes the following representations, warranties and warrants to the Company as of the date hereof and as of the date of any exercise hereof thatcovenants: (a) it 3.1 Holder is acquiring this Warrant and, upon exercise of this Warrant, the Warrant Shares, First Option Shares for its own account, without account with the present intention of holding such security for investment purposes only and not with a view to the to, or for sale in connection with, any distribution thereof, without prejudice, however, to Holder’s right to Transfer the Warrant Shares of such securities (other than a distribution in compliance with all applicable Securities Law. (b) it is an “accredited investor” within the meaning of Regulation D, under the Securities Act. (c) it acknowledges that (i) this Warrant federal and the Warrant Shares have not been registered under the Securities Act or any state securities laws); provided, that nothing contained herein will prevent Holder and its permitted assigns from transferring such securities in reliance on compliance with the non-public offering exemption contained provisions of Section 5 of this Agreement. 3.2 Holder is an experienced and sophisticated investor and has such knowledge and experience in Section 4(2) financial and business matters that it is capable of evaluating the Securities Act and Regulation D thereunder and, as such, the Warrant relative merits and the Warrant risks of an investment in the First Option and in the First Option Shares are “restricted securities” under the Securities Act; (ii) because the Warrant and the Warrant Shares are not so registered, it must of protecting its own interests in connection with this transaction. 3.3 Holder is willing to bear and is capable of bearing the economic risk of holding this Warrant an investment in the First Option and the Warrant First Option Shares. In making this representation, consideration has been given to the fact that there is no public market for the First Option and the First Option Shares and as to whether the Holder could afford to hold the First Option and the First Option Shares for an indefinite period of time unless and whether, at this Warrant and/or time, Holder could afford a complete loss of its First Option and the Warrant First Option Shares. Holder understands that the restrictions on transfer placed upon Holder pursuant to the provisions of Section 5 of this Agreement may result in Holder being required to hold the First Option until the date of expiration thereof or to hold the First Option Shares are subsequentlyfor an indefinite period off time. 3.4 The Company has made available, registered prior to the date of this Agreement, to Holder the opportunity to ask questions of the Company and its officers, and to receive from the Company and its officers information concerning the terms and conditions of the First Option and this Agreement and to obtain any additional information with respect to the Company, its business, operations and prospects, as reasonably requested by Holder. 3.5 Holder is an "accredited investor" as that term is defined under Regulation D promulgated by the Securities and Exchange Commission under the Securities Act or of 1933, as amended (the "Act") and an exemption from "excluded purchaser" as such registration term is available with respect thereto; (iii) it is familiar with Rule 144 under the Securities Act and the restrictions on resale thereunder; and (iv) there is no trading market for this Warrant or the Warrant Shares and there is no expectation that such market will exist defined in the future. (d) it will not assign or transfer this Warrant or the Warrant Shares except in accordance and in compliance with the requirements Section 260.102.13 of the Securities Act, as then in effectRules of the California Corporations Commissioner.

Representations, Warranties and Covenants of Holder. The Holder hereby represents makes the following representations, warranties and warrants to the Company as of the date hereof and as of the date of any exercise hereof thatcovenants: (a) it 3.1 Holder is acquiring this Warrant and, upon exercise of this Warrant, the Warrant Shares, Second Option Shares for its own account, without account with the present intention of holding such security for investment purposes only and not with a view to the to, or for sale in connection with, any distribution thereof, without prejudice, however, to Holder’s right to Transfer the Warrant Shares of such securities (other than a distribution in compliance with all applicable Securities Law. (b) it is an “accredited investor” within the meaning of Regulation D, under the Securities Act. (c) it acknowledges that (i) this Warrant federal and the Warrant Shares have not been registered under the Securities Act or any state securities laws); provided, that nothing contained herein will prevent Holder and its permitted assigns from transferring such securities in reliance on compliance with the non-public offering exemption contained provisions of Section 5 of this Agreement. 3.2 Holder is an experienced and sophisticated investor and has such knowledge and experience in Section 4(2) financial and business matters that it is capable of evaluating the Securities Act and Regulation D thereunder and, as such, the Warrant relative merits and the Warrant risks of an investment in the Second Option and in the Second Option Shares are “restricted securities” under the Securities Act; (ii) because the Warrant and the Warrant Shares are not so registered, it must of protecting its own interests in connection with this transaction. 3.3 Holder is willing to bear and is capable of bearing the economic risk of holding this Warrant an investment in the Second Option and the Warrant Second Option Shares. In making this representation, consideration has been given to the fact that there is no public market for the Second Option and the Second Option Shares and as to whether the Holder could afford to hold the Second Option and the Second Option Shares for an indefinite period of time unless and whether, at this Warrant and/or time, Holder could afford a complete loss of its Second Option and the Warrant Second Option Shares. Holder understands that the restrictions on transfer placed upon Holder pursuant to the provisions of Section 5 of this Agreement may result in Holder being required to hold the Second Option until the date of expiration thereof or to hold the Second Option Shares are subsequentlyfor an indefinite period off time. 3.4 The Company has made available, registered prior to the date of this Agreement, to Holder the opportunity to ask questions of the Company and its officers, and to receive from the Company and its officers information concerning the terms and conditions of the Second Option and this Agreement and to obtain any additional information with respect to the Company, its business, operations and prospects, as reasonably requested by Holder. 3.5 Holder is an "accredited investor" as that term is defined under Regulation D promulgated by the Securities and Exchange Commission under the Securities Act or of 1933, as amended (the "Act") and an exemption from "excluded purchaser" as such registration term is available with respect thereto; (iii) it is familiar with Rule 144 under the Securities Act and the restrictions on resale thereunder; and (iv) there is no trading market for this Warrant or the Warrant Shares and there is no expectation that such market will exist defined in the future. (d) it will not assign or transfer this Warrant or the Warrant Shares except in accordance and in compliance with the requirements Section 260.102.13 of the Securities Act, as then in effectRues of the California Corporations Commissioner.

Representations, Warranties and Covenants of Holder. The Holder hereby represents and warrants to the Company as of the date hereof Closing Date and as of the date of any exercise hereof that: (a) it is acquiring this Warrant and, upon exercise of this Warrant, the Warrant Shares, for its own account, without a view to the distribution thereof, without prejudice, however, to Holder’s right to Transfer the Warrant Shares in compliance with applicable Securities Lawsecurities laws. (b) it is an “accredited investor” within the meaning of Regulation D, under the Securities Act. (c) it acknowledges that (i) this Warrant and the Warrant Shares have not been registered under the Securities Act or any state securities laws, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder and, as such, the Warrant and the Warrant Shares are “restricted securities” under the Securities Act; (ii) because the Warrant and the Warrant Shares are not so registered, it must bear the economic risk of holding this Warrant and the Warrant Shares for an indefinite period of time unless this Warrant and/or the Warrant Shares are subsequently, registered under the Securities Act or an exemption from such registration is available with respect thereto; (iii) it is familiar with Rule 144 under the Securities Act and the restrictions on resale thereunder; and (iv) there is no trading market for this Warrant or the Warrant Shares and there is no expectation that such market will exist in the future. (d) it will not assign or transfer this Warrant or the Warrant Shares except in accordance and in compliance with the requirements of the Securities Act, as then in effect.