Common use of Stockholder Investment Representations Clause in Contracts

Stockholder Investment Representations. (a) Each Company Stockholder understands that the shares of the Parent Common Stock issued in the Merger will not be registered under the Securities Act nor qualified under the Blue Sky Laws of any state; and that the Parent Common Stock is being offered and sold to the Company Stockholders pursuant to an exemption from such registration and qualification based in part upon the representations of such Company Stockholder contained herein. (b) Each Company Stockholder represents and warrants to Parent that he or she is an “accredited investor,” as defined in Rule 501 under the Securities Act, and has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment such as the Parent Common Stock. (c) Each Company Stockholder acknowledges and agrees with Parent that he or she has received and reviewed this Agreement and has received and reviewed all further information, if any, regarding Parent necessary to make an informed investment decision to invest in the Parent Common Stock, including information requested to verify other information received, and has received, all information that he or she has requested from Parent, and has been afforded a reasonable opportunity to ask questions about Parent, the Parent Common Stock and the terms and conditions of this Agreement, and has received satisfactory answers to all such questions. (d) Each Company Stockholder acknowledges to Parent that he or she is fully aware of the applicable transfer restrictions of the Parent Common Stock to be issued in the Merger, recognizes that it may be necessary to hold the Parent Common Stock indefinitely and can bear the economic risk of his or her investment in the Parent Common Stock (including a complete loss of the investment). (e) Each Company Stockholder acknowledges and agrees with Parent that he or she is acquiring the Parent Common Stock issued in the Merger for investment for his or her own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. Each Company Stockholder agrees with Parent that he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (hereinafter, “Transfer”) any of the Parent Common Stock issued in the Merger unless (i) (A) the Transfer is pursuant to an effective registration statement under the Securities Act or (B) counsel for such Company Stockholder (which counsel shall be reasonably acceptable to Parent) shall have furnished Parent with an opinion, satisfactory in form and substance to Parent, to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (ii) such Transfer complies with the provisions of the Lock-up Agreement.

Stockholder Investment Representations. (a) Each Company Stockholders each hereby represent to Hathaway, jointly but not severally, that: 4.1. Stockholder understands that the shares of the Parent Common Stock issued in the Merger will not be registered under the Securities Act nor qualified under the Blue Sky Laws of any state; and that the Parent Common Stock is being offered and sold to the Company Stockholders pursuant to an exemption from such registration and qualification based in part upon the representations of such Company Stockholder contained herein. (b) Each Company Stockholder represents and warrants to Parent that he or she is an “accredited investor,” as defined in Rule 501 under the Securities Act, and has such knowledge and experience in financial and business matters that he or she is so as to be capable of evaluating and understanding, and has evaluated and understood, the merits and risks of an investment such as in Hathaway and the Parent Common Stock. (c) Each Company Stockholder acknowledges and agrees with Parent that he or she has received and reviewed this Agreement and has received and reviewed all further information, if any, regarding Parent necessary to make an informed investment decision to invest in the Parent Common Stock, including information requested to verify other information receivedacquisition of securities of Hathaway, and Stockholder has receivedbeen given the opportunity to (i) obtain information and to examine all documents relating to Hathaway and Hathaway's business, all information that he or she has requested from Parentto (ii) ask questions of, and has been afforded a reasonable opportunity to ask questions about Parentreceive answers from, the Parent Common Stock Hathaway concerning Hathaway, Hathaway's business and the terms and conditions of this Agreementan investment in Hathaway, and to (iii) obtain any additional information, to the extent Hathaway possesses such information or could acquire such information without unreasonable effort or expense, necessary to verify the accuracy of any information previously furnished. All such questions have been answered to Stockholder's full satisfaction, and all information and documents, records and books pertaining to an investment in Hathaway which Stockholder has received satisfactory answers requested have been made available to all such questionsStockholder. (d) Each Company 4.2. Stockholder acknowledges is able to Parent that he or she is fully aware bear the substantial economic risks of the applicable transfer restrictions of the Parent Common Stock to be issued Stockholder's investment in the MergerHathaway Stock in that, recognizes that it may be necessary among other factors, Stockholder can afford to hold the Parent Common Hathaway Stock indefinitely for an indefinite period and can bear the economic risk of his or her investment in the Parent Common Stock (including afford a complete loss of the investment)Stockholder's investment in Hathaway. (e4.3. Stockholder is relying solely on Stockholder's own decision or the advice of Stockholder's own advisor(s) Each Company with respect to an investment in Hathaway and the acquisition of securities of Hathaway, and has neither received nor relied on any communication from Hathaway, Hathaway's officers or Hathaway's agents regarding any legal, investment or tax advice relating to an investment in Hathaway and the acquisition of the Hathaway Stock. 4.4. The Hathaway Stock is acquired by Stockholder acknowledges and agrees with Parent that he or she is acquiring the Parent Common Stock issued in the Merger for Stockholder's own account, for investment for his or her own account and not with a view to, or for resale in connection with, any public offering or distribution of the distribution same and without any present intention to sell the same at any particular event or circumstances. Stockholder has no agreement or other disposition thereof. Each Company Stockholder agrees arrangement with Parent that he or she will not, directly or indirectly, offer, transfer, any person to sell, assign, pledge, hypothecate transfer or otherwise dispose of (hereinafter, “Transfer”) pledge any part of the Parent Common Hathaway Stock issued which would guarantee Stockholder any profit or provide any guarantee to Stockholder against any loss with respect to the Hathaway Stock. 4.5. Stockholder understands that no federal, state or other governmental agency of the United States or any other territory or nation has passed on or made any recommendation or endorsement of an investment in the Merger unless (i) (A) Hathaway Stock. 4.7. Stockholder understands that the Transfer is pursuant to an effective registration statement Hathaway Stock has not been registered under the United States Securities Act of 1933, as amended (the "Act") or (B) counsel for applicable state or other securities laws, and the Hathaway Stock is offered and sold under an exemption from registration provided by such Company laws and the rules and regulations thereunder; further, Stockholder (which counsel shall be reasonably acceptable to Parent) shall have furnished Parent with an opinion, satisfactory in form and substance to Parent, understands that Hathaway is under no obligation to the effect Hathaway Stock or to comply with any applicable exemption under any applicable securities laws with respect to the Hathaway Stock . Stockholder must bear the economic risks of an investment in the Hathaway Stock for an indefinite period of time because it is not anticipated that no there will be any market for the Hathaway Stock and because the Hathaway Stock cannot be resold unless subsequently registered under applicable securities laws or unless an exemption from such registration is required available. Stockholder also understands that the exemption provided by Rule 144 under the Act may not be available because of the conditions and limitations of such Rule, and that in the absence of the availability of an such Rule, any disposition by Stockholder of any portion of the Hathaway Stock may require compliance with some other exemption from registration under the Securities Act Act. 4.8. Stockholder has been informed that legends referring to the restrictions indicated herein are placed on the certificate(s) evidencing securities of Hathaway to be held by Stockholder. 4.9. Stockholder agrees that the foregoing representations and (ii) such Transfer complies with warranties will survive the provisions sale of the Lock-up Agreementsecurities of Hathaway to Stockholder, as well as any investigation made by any party relying on same.

Stockholder Investment Representations. (a) Each Company Stockholder understands that the shares of the Parent Common Stock issued in the Merger will not be registered under the Securities Act nor qualified under the Blue Sky Laws of any state; and that the Parent Common Stock is being offered and sold to the Company Stockholders pursuant to an exemption from such registration and qualification based in part upon the representations of such Company Stockholder contained herein. (b) Each Company Stockholder represents and warrants to Parent that he or she is either an “"accredited investor,” " as defined in Rule 501 under the Securities Act, and or, either alone or with his or her purchaser representative(s), has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment such as the Parent Common Stock. (c) Each Company Stockholder acknowledges and agrees with Parent that he or she has received and reviewed this Agreement and has received and reviewed all further information, if any, regarding Parent necessary to make an informed investment decision to invest in the Parent Common Stock, including information requested to verify other information received, and has received, all information that he or she has requested from Parent, and has been afforded a reasonable opportunity to ask questions about Parent, the Parent Common Stock and the terms and conditions of this Agreement, and has received satisfactory answers to all such questions. (d) Each Company Stockholder acknowledges to Parent that he or she is fully aware of the applicable transfer restrictions of the Parent Common Stock to be issued in the Merger, recognizes that it may be necessary to hold the Parent Common Stock indefinitely and can bear the economic risk of his or her investment in the Parent Common Stock (including a complete loss of the investment). (e) Each Company Stockholder acknowledges and agrees with Parent that he or she is acquiring the Parent Common Stock issued in the Merger for investment for his or her own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. Each Company Stockholder agrees with Parent that he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (hereinafter, “Transfer”"TRANSFER") any of the Parent Common Stock issued in the Merger unless (i) (A) the Transfer is pursuant to an effective registration statement under the Securities Act or (B) counsel for such Company Stockholder (which counsel shall be reasonably acceptable to Parent) shall have furnished Parent with an opinion, satisfactory in form and substance to Parent, to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (ii) such Transfer complies with the provisions of the Lock-up Agreement.

Stockholder Investment Representations. By his execution of this Agreement, each Stockholder hereby makes the following individual representations and warranties to the Parent with respect to the shares of Class A Common Stock issued as Closing Equity Consideration and that may be issued as Contingent Equity Consideration under this Agreement (collectively, the “Securities”): (a) Each Company Stockholder understands I am aware that my investment involves a high degree of risk and am aware that there is no assurance as to the shares future performance of the Parent. (b) I acknowledge that there may be certain adverse tax consequences to me in connection with my receipt of Securities, and the Parent Common Stock issued has advised me to seek the advice of experts in such areas prior to making this investment. (c) I am acquiring the Merger will Securities for my own account for investment purposes only and not be with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. (d) I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act nor qualified or under the Blue Sky Laws securities laws of any state; state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and that the Parent Common Stock is being offered and sold to the Company Stockholders pursuant to under applicable securities laws of certain states or an exemption from such registration and qualification based in part upon is available. I hereby authorize the representations of such Company Stockholder contained hereinParent to place a restrictive legend on the Securities that are issued to me. (be) Each Company Stockholder represents and warrants to Parent I believe that he or she is an “accredited investor,” as defined the investment in Rule 501 under the Securities Actis suitable for me based upon my investment objectives and financial needs, and has I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Parent. (f) I have been given access to full and complete information regarding the Parent and have utilized such access to my satisfaction for the purpose of obtaining information, and I have either met with or been given reasonable opportunity to meet with officers of the Parent for the purpose of asking questions of, and receiving answers from, such officers concerning the business and operations of the Parent and to obtain any additional information, to the extent reasonably available. (g) I have such knowledge and experience in financial and business matters that he or she is as to be capable of evaluating the merits and risks of an investment such as in the Securities and have obtained, in my judgment, sufficient information from the Parent Common Stockto evaluate the merits and risks of an investment in the Parent. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. (ch) Each Company Stockholder acknowledges and agrees with Parent that he or she has received and reviewed this Agreement and has received and reviewed all further information, if any, regarding Parent necessary to make an informed investment I have relied solely upon my own investigation in making a decision to invest in the Parent Common Stock, including information requested to verify other information received, and has received, all information that he or she has requested from Parent, and has been afforded a reasonable opportunity to ask questions about Parent, the Parent Common Stock and the terms and conditions of . (i) Except as set forth in this Agreement, and has I have received satisfactory answers to all such questions. (d) Each Company Stockholder acknowledges to Parent that he no representation or she is fully aware of the applicable transfer restrictions of warranty from the Parent Common Stock to be issued or any of its officers, directors, employees or agents in the Merger, recognizes that it may be necessary to hold the Parent Common Stock indefinitely and can bear the economic risk respect of his or her my investment in the Parent Common Stock and I have received no information (including a complete loss of written or otherwise) from them relating to the investmentParent or its business other than as set forth in the Parent’s public filings with the Securities and Exchange Commission (“SEC”). (ej) Each Company Stockholder acknowledges I am an “accredited investor” as defined in Section 2(15) of the Securities Act and agrees with Parent that he or she is acquiring in Rule 501 promulgated thereunder and have attached the Parent Common Stock issued completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Merger Securities for investment an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of early stage companies. I am not acting as an underwriter or a conduit for his sale to the public or her own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. Each Company Stockholder agrees with Parent that he or she will notto others of unregistered securities, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (hereinafter, “Transfer”) any on behalf of the Parent Common Stock issued or any person with respect to such securities. (k) I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Merger unless Parent, and (i) (A3) the Transfer Parent is pursuant to an effective relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration statement afforded by the Securities Act and certain state securities laws. (l) I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or (B) counsel for such Company Stockholder (which counsel shall the securities laws of any state, the Securities may not be reasonably acceptable to Parent) shall have furnished Parent with sold, assigned, pledged or otherwise disposed of unless they are so registered or an opinion, satisfactory in form and substance to Parent, to the effect that no exemption from such registration is required because available. egal and tax implications of the availability of an exemption from registration under the Securities Act and (ii) such Transfer complies with the provisions of the Lock-up Agreementinvestment.

Stockholder Investment Representations. By his execution of this Agreement, each Stockholder hereby makes the following individual representations and warranties to the Parent with respect to the shares of Class A Common Stock issued as Closing Equity Consideration and that may be issued as Contingent Equity Consideration under this Agreement (collectively, the “Securities”): (a) Each Company Stockholder understands I am aware that my investment involves a high degree of risk and am aware that there is no assurance as to the shares future performance of the Parent. (b) I acknowledge that there may be certain adverse tax consequences to me in connection with my receipt of Securities, and the Parent Common Stock issued has advised me to seek the advice of experts in such areas prior to making this investment. (c) I am acquiring the Merger will Securities for my own account for investment purposes only and not be with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. (d) I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act nor qualified or under the Blue Sky Laws securities laws of any state; state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and that the Parent Common Stock is being offered and sold to the Company Stockholders pursuant to under applicable securities laws of certain states or an exemption from such registration and qualification based in part upon is available. I hereby authorize the representations of such Company Stockholder contained hereinParent to place a restrictive legend on the Securities that are issued to me. (be) Each Company Stockholder represents and warrants to Parent I believe that he or she is an “accredited investor,” as defined the investment in Rule 501 under the Securities Actis suitable for me based upon my investment objectives and financial needs, and has I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Parent. (f) I have been given access to full and complete information regarding the Parent and have utilized such access to my satisfaction for the purpose of obtaining information, and I have either met with or been given reasonable opportunity to meet with officers of the Parent for the purpose of asking questions of, and receiving answers from, such officers concerning the business and operations of the Parent and to obtain any additional information, to the extent reasonably available. (g) I have such knowledge and experience in financial and business matters that he or she is as to be capable of evaluating the merits and risks of an investment such as in the Securities and have obtained, in my judgment, sufficient information from the Parent Common Stockto evaluate the merits and risks of an investment in the Parent. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. (ch) Each Company Stockholder acknowledges and agrees with Parent that he or she has received and reviewed this Agreement and has received and reviewed all further information, if any, regarding Parent necessary to make an informed investment I have relied solely upon my own investigation in making a decision to invest in the Parent Common Stock, including information requested to verify other information received, and has received, all information that he or she has requested from Parent, and has been afforded a reasonable opportunity to ask questions about Parent, the Parent Common Stock and the terms and conditions of . (i) Except as set forth in this Agreement, and has I have received satisfactory answers to all such questions. (d) Each Company Stockholder acknowledges to Parent that he no representation or she is fully aware of the applicable transfer restrictions of warranty from the Parent Common Stock to be issued or any of its officers, directors, employees or agents in the Merger, recognizes that it may be necessary to hold the Parent Common Stock indefinitely and can bear the economic risk respect of his or her my investment in the Parent Common Stock and I have received no information (including a complete loss of written or otherwise) from them relating to the investmentParent or its business other than as set forth in the Parent’s public filings with the Securities and Exchange Commission (“SEC”). (ej) Each Company Stockholder acknowledges I am an “accredited investor” as defined in Section 2(15) of the Securities Act and agrees with Parent that he or she is acquiring in Rule 501 promulgated thereunder and have attached the Parent Common Stock issued completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Merger Securities for investment an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of early stage companies. I am not acting as an underwriter or a conduit for his sale to the public or her own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. Each Company Stockholder agrees with Parent that he or she will notto others of unregistered securities, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (hereinafter, “Transfer”) any on behalf of the Parent Common Stock issued or any person with respect to such securities. (k) I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Merger unless Parent, and (i3) the Parent is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. (l) (Al) I understand that since neither the Transfer is pursuant to an effective registration statement offer nor sale of the Securities has been registered under the Securities Act or (B) counsel for such Company Stockholder (which counsel shall the securities laws of any state, the Securities may not be reasonably acceptable to Parent) shall have furnished Parent with sold, assigned, pledged or otherwise disposed of unless they are so registered or an opinion, satisfactory in form and substance to Parent, to the effect that no exemption from such registration is required because available. egal and tax implications of the availability of an exemption from registration under the Securities Act and (ii) such Transfer complies with the provisions of the Lock-up Agreementinvestment.