Common use of Securities Representations and Warranties Clause in Contracts

Securities Representations and Warranties. (a) Each Contributor (other than Xxxxxxxx), severally but not jointly, hereby represents and warrants to LS Capital and Xxxxxxx that such Contributor is not a "U.S. Person" as that term in defined in Regulation S under Securities Act of 1933 (the "Act"); at the time the buy order originated for any Xxxxxxx Shares or LS Capital Shares and the date of this Agreement, such Contributor was and will be outside of the United States of America (the "U.S."); such Contributor is acquiring the Griffin Shares and the LS Capital Shares for its own account and not on behalf of any U.S. Person, and a sale has not been prearranged with a U.S. Person or a purchaser in the U.S.; such Contributor agrees that all offers and sales of the Xxxxxxx Shares and the LS Capital Shares prior to the expiration of a period commencing on the date of the issuance thereof and ending 40 days thereafter shall only be made in compliance with the safe harbor contained in Regulation S, or pursuant to the registration thereof or an exemption from registration (and in all cases in accordance with Section 2(c) hereof), and that all offers and sales in the U.S. after expiration of the 40- day period shall be made only pursuant to the registration thereof or an exemption from registration (and in all cases in accordance with Section 2(c) hereof); all offering documents received by such Contributor have included statements, and all stock certificates that such Contributor shall receive representing Xxxxxxx Shares or LS Capital Shares shall feature legends, to the effect that the Xxxxxxx Shares and the LS Capital Shares have not been registered under the Act and may not be offered or sold in the U.S. or to U.S. Persons prior to the expiration of a period commencing on the date of the issuance thereof and ending 40 days thereafter and all offers and sales shall only be made in compliance with the safe harbor contained in Regulation S, or pursuant to the registration thereof or an exemption from registration; such Contributor has been furnished with LS Capital's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K; such Contributor is familiar with the business and financial condition, properties, operations and prospects of LS Capital and Xxxxxxx, and has been given full access to all material information concerning the condition, properties, operations and prospects of LS Capital and Xxxxxxx; such Contributor has had an opportunity to ask such questions of, and to receive such information from, LS Capital and Xxxxxxx as such Contributor has desired and to obtain any additional information necessary to verify the accuracy of the information and data received; and such Contributor is satisfied that there is no material information concerning the condition, properties, operations and prospects of LS Capital and Xxxxxxx, of which such Contributor is unaware.

Securities Representations and Warranties. (a) Each Contributor (other than Xxxxxxxx), severally but not jointly, hereby represents and warrants to LS Capital and Xxxxxxx the Company that such Contributor it is not a "U.S. Person" as that term in defined in Regulation S under Securities Act of 1933 (the "Act"); at the time the buy order originated for any Xxxxxxx Shares or LS Capital Company Shares and the date of this Agreement, such Contributor it was and will be outside of the United States of America (the "U.S."); such Contributor it is acquiring the Griffin Shares and the LS Capital Company Shares for its own account and not on behalf of any U.S. Person, and a sale has not been prearranged with a U.S. Person or a purchaser in the U.S.; such Contributor it agrees that all offers and sales of the Xxxxxxx Shares and the LS Capital Company Shares prior to the expiration of a period commencing on the date of the issuance thereof and ending 40 days thereafter shall only be made in compliance with the safe harbor contained in Regulation S, or pursuant to the registration thereof or an exemption from registration (and in all cases in accordance with Section 2(c) hereof)registration, and that all offers and sales in the U.S. after expiration of the 40- 40-day period shall be made only pursuant to the registration thereof or an exemption from registration (and in all cases in accordance with Section 2(c) hereof)registration; all offering documents received by such Contributor it have included statements, and all stock certificates that such Contributor it shall receive representing Xxxxxxx Shares or LS Capital Company Shares shall feature legends, to the effect that the Xxxxxxx Shares and the LS Capital Company Shares have not been registered under the Act and may not be offered or sold in the U.S. or to U.S. Persons prior to the expiration of a period commencing on the date of the issuance thereof and ending 40 days thereafter and all offers and sales shall only be made in compliance with the safe harbor contained in Regulation S, or pursuant to the registration thereof or an exemption from registration; such Contributor it has been furnished with LS Capitalthe Company's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K; such Contributor it is familiar with the business and financial condition, properties, operations and prospects of LS Capital and Xxxxxxxthe Company, and has been given full access to all material information concerning the condition, properties, operations and prospects of LS Capital and Xxxxxxxthe Company; such Contributor it has had an opportunity to ask such questions of, and to receive such information from, LS Capital and Xxxxxxx the Company as such Contributor it has desired and to obtain any additional information necessary to verify the accuracy of the information and data received; and such Contributor it is satisfied that there is no material information concerning the condition, properties, operations and prospects of LS Capital and Xxxxxxxthe Company, of which such Contributor it is unaware.

Securities Representations and Warranties. (a) Each Contributor (other than Xxxxxxxx), severally but not jointly, Purchaser hereby represents and warrants to LS Capital and Xxxxxxx the Company that such Contributor Purchaser is not a "U.S. Person" as that term in defined in Regulation S under Securities Act of 1933 (the "Act"); at the time the buy order originated for any Xxxxxxx Shares or LS Capital Shares the Warrants and the date of this Agreement, such Contributor Purchaser was and will be outside of the United States of America (the "U.S."); such Contributor Purchaser is acquiring the Griffin Shares and the LS Capital Shares Warrants for its Purchaser's own account and not on behalf of any U.S. Person, and a sale has not been prearranged with a U.S. Person or a purchaser in the U.S.; such Contributor Purchaser agrees that all offers and sales of the Xxxxxxx Shares and the LS Capital Shares Warrants prior to the expiration of a period commencing on the date of the issuance thereof and ending 40 days thereafter shall only be made in compliance with the safe harbor contained in Regulation S, or pursuant to the registration thereof or an exemption from registration (and in all cases in accordance with Section 2(c) hereof)registration, and that all offers and sales in the U.S. after expiration of the 40- 40-day period shall be made only pursuant to the registration thereof or an exemption from registration (and in all cases in accordance with Section 2(c) hereof)registration; all offering documents received by such Contributor Purchaser have included statements, and all stock certificates that such Contributor Purchaser shall receive representing Xxxxxxx Shares or LS Capital Shares the Warrants shall feature legends, legends to the effect that the Xxxxxxx Shares and the LS Capital Shares Warrants have not been registered under the Act and may not be offered or sold in the U.S. or to U.S. Persons prior to the expiration of a period commencing on the date of the issuance thereof and ending 40 days thereafter and all offers and sales shall only be made in compliance with the safe harbor contained in Regulation S, or pursuant to the registration thereof or an exemption from registration; such Contributor Purchaser has been furnished with LS Capitalthe Company's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K; such Contributor Purchaser is familiar with the business and financial condition, properties, operations and prospects of LS Capital and Xxxxxxxthe Company, and has been given full access to all material information concerning the condition, properties, operations and prospects of LS Capital and Xxxxxxxthe Company; such Contributor Purchaser has had an opportunity to ask such questions of, and to receive such information from, LS Capital and Xxxxxxx the Company as such Contributor Purchaser has desired and to obtain any additional information necessary to verify the accuracy of the information and data received; and such Contributor Purchaser is satisfied that there is no material information concerning the condition, properties, operations and prospects of LS Capital and Xxxxxxxthe Company, of which such Contributor Purchaser is unaware.