Common use of Securities Act Representations and Warranties of Holder Clause in Contracts

Securities Act Representations and Warranties of Holder. Holder is experienced in evaluating start-up companies such as Company, and has such knowledge and experience in financial and business matters that such Xxxxxx is capable of evaluating the merits and risks of such Xxxxxx’s investment in Company, and has the ability to bear the economic risks of the investment. Holder is acquiring the Warrant, and upon exercise or conversion hereof would acquire the Warrant Shares, and upon conversion, if any, of the Warrant Shares would acquire the shares of Company’s Common Stock issuable upon such conversion (the Warrant, Warrant Shares, and such shares of Common Stock issuable upon conversion of the Warrant Shares collectively the “Securities”), for investment for such Xxxxxx’s own account and not with the view to, or for resale in connection with, any distribution thereof. Holder understands that the Securities have not been registered under the Securities Act by reason of a specific exemption therefrom which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. Holder further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Securities. Holder understands and acknowledges that the issuance of Securities has not been and will not be registered under the Securities Act, in reliance upon an exemption from the registration requirements of the Securities Act. Such Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Holder is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. Holder covenants that, in the absence of an effective registration statement covering the Securities in question, such Holder will sell, transfer, or otherwise dispose of the Securities only in a manner consistent with such Holder’s representations and covenants set forth in this paragraph. Holder understands that no public market now exists for any of the Securities issued by Company, and that there can be no guarantee that a public market will ever exist for any of the Securities. Holder is an “accredited Holder” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Xxxxxx’s address indicated on the signature page hereto sets forth, in the case of individuals, the state in which such Holder resides or, in the case of entities, the state of Holder’s principal place of business.

Securities Act Representations and Warranties of Holder. Holder is an “accredited Holder” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Holder’s address indicated on the signature page hereto sets forth, in the case of individuals, the state in which such Holder resides or, in the case of entities, the state of Holder’s principal place of business. Holder is experienced in evaluating start-up companies such as the Company, and has such knowledge and experience in financial and business matters that such Xxxxxx Holder is capable of evaluating the merits and risks of such XxxxxxHolder’s investment in the Company, and has the ability to bear the economic risks of the investment. Holder is acquiring the Warrant, and upon exercise or conversion hereof would acquire the Warrant Shares, and upon conversion, if any, of the Warrant Shares would acquire the shares of Company’s Common Stock issuable upon such conversion (the Warrant, Warrant Shares, and such shares of Common Stock issuable upon conversion of the Warrant Shares collectively the “Securities”), for investment for such XxxxxxHolder’s own account and not with the view to, or for resale in connection with, any distribution thereof. Holder understands that neither the Securities Warrant nor the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. Holder further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the SecuritiesShares. Holder understands and acknowledges that the issuance of Securities Shares has not been and will not be registered under the Securities Act, in reliance upon an exemption from the registration requirements of the Securities Act. Such Holder acknowledges that the Securities Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Holder is aware of the provisions of Rule 144 promulgated under the Securities Act which (“Rule 144”)which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. Holder covenants that, in the absence of an effective registration statement covering the Securities Shares in question, such Holder will sell, transfer, or otherwise dispose of the Securities Shares only in a manner consistent with such Holder’s representations and covenants set forth in this paragraphparagraph and Rule 144. Holder understands that no public market now exists for any of the Securities Shares issued by the Company, and that there can be no guarantee that a public market will ever exist for any of the Securities. Holder is an “accredited Holder” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Xxxxxx’s address indicated on the signature page hereto sets forth, in the case of individuals, the state in which such Holder resides or, in the case of entities, the state of Holder’s principal place of businessShares.

Securities Act Representations and Warranties of Holder. Holder is experienced in evaluating start-up companies such as the Company, and has such knowledge and experience in financial and business matters that such Xxxxxx Hxxxxx is capable of evaluating the merits and risks of such XxxxxxHxxxxx’s investment in the Company, and has the ability to bear the economic risks of the investment. Holder is acquiring the Warrant, and upon exercise or conversion hereof would acquire the Warrant Shares, and upon conversion, if any, of the Warrant Shares would acquire the shares of the Company’s Common Stock issuable upon such conversion (the Warrant, Warrant Shares, and such shares of Common Stock issuable upon conversion of the Warrant Shares collectively the “Securities”), for investment for such XxxxxxHxxxxx’s own account and not with the view to, or for resale in connection with, any distribution thereof. Holder understands that the Securities have not been registered under the Securities Act by reason of a specific exemption therefrom which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. Holder further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Securities. Holder understands and acknowledges that the issuance of Securities has not been and will not be registered under the Securities Act, in reliance upon an exemption from the registration requirements of the Securities Act. Such Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Holder is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. Holder covenants that, in the absence of an effective registration statement covering the Securities in question, such Holder will sell, transfer, or otherwise dispose of the Securities only in a manner consistent with such Holder’s representations and covenants set forth in this paragraph. Holder understands that no public market now exists for any of the Securities issued by the Company, and that there can be no guarantee that a public market will ever exist for any of the Securities. Holder is an “accredited HolderAccredited Investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. XxxxxxHxxxxx’s address indicated on the signature page hereto sets forth, in the case of individuals, the state in which such Holder resides or, in the case of entities, the state of Holder’s principal place of business.