Common use of STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES Clause in Contracts

STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Stockholder hereby represents and warrants to the Company as follows: (a) Stockholder has had complete and unrestricted access to all material information about the Company, the Exchange, and the Recapitalization that could affect Stockholder’s decision to agree to the Exchange, including but not limited to the Existing Articles and the New Articles. As a result of Stockholder’s access to such information, Stockholder acknowledges that Stockholder is fully informed and knowledgeable about the Company, its business, operations and plans, and has therefore made a fair and reasoned decision to consent to the Exchange. (b) Stockholder acknowledges that an investment in the Common Stock involves a substantial degree of risk and is suitable only for persons with adequate means who have no need for liquidity in their investments. Stockholder has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Common Stock and the suitability of the investment for Stockholder. Stockholder is participating in the Exchange for investment purposes only and has no present intention to sell or exchange the New Shares or the Common Shares into which the New Shares are convertible. Stockholder has adequate means for providing for Stockholder’s current needs in any foreseeable contingency, and therefore has no need to sell the Common Stock in the foreseeable future. (e) Stockholder is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder acknowledges that no federal or state agency has made any finding or determination as to the fairness of the Exchange, nor any recommendation or endorsement, of the issuance of the Common Stock in the Exchange. Stockholder acknowledges that the Common Stock has not been registered under the Securities Act of 1933, as amended (the “Act”), or the blue sky laws of any state. Stockholder understands that, in issuing the Common Stock in the Exchange, the Company has relied upon an exemption from registration under the Act, the availability of which may depend upon the accuracy of the foregoing representations and warranties of Stockholder.