Common use of Subscriber's Representations and Warranties Clause in Contracts

Subscriber's Representations and Warranties. The undersigned hereby represents and warrants as follows: 3.1 The undersigned is acquiring the Units for the undersigned’s own account for investment, not for the interest of any other person, not for resale to any other person and not with a view to or in connection with a sale or distribution. 3.2 All information furnished in the Investor Questionnaire completed by the undersigned is true and correct in all respects. 3.3 The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will not cause such overall commitment to become excessive. The undersigned has adequate net worth and means of providing for current needs and personal contingencies to sustain a complete loss of the undersigned’s investment in the Company, and the undersigned has no need for liquidity in this investment. 3.4 The undersigned has substantial knowledge and experience in making investment decisions of this type and is capable of evaluating the merits and risks of this investment. 3.5 The undersigned has had an opportunity to ask questions of and receive answers from representatives of the Company with respect to this offering. The Company has provided the undersigned with all documents requested and has provided answers to all of the undersigned’s questions relating to an investment in the Company. In addition, the undersigned has had an opportunity to discuss this investment with representatives of the Company and to ask questions of them. 3.6 The undersigned is acquiring the Units and has been furnished with the Company’s Offering Term Sheet. The undersigned has not been furnished with any other prospectus or offering literature. 3.7 The undersigned understands that an investment in the Company is speculative and involves a high degree of risk, and the undersigned has carefully reviewed and is aware of all of the risk factors related to the purchase of the Units. 3.8 If this Subscription Agreement is executed and delivered on behalf of a partnership, trust, corporation or other entity: the undersigned has been duly authorized to execute and deliver this Subscription Agreement, the Investor Questionnaire, and all other documents and instruments (if any) executed and delivered on behalf of such entity in connection with its purchase of Units subscribed for. 3.9 The Company and the other purchasers are relying on the truth and accuracy of the declarations, representations and warranties herein made by the undersigned. Accordingly, the foregoing representations and warranties and undertakings are made by the undersigned with the intent that they may be relied upon in determining his/her suitability as a purchaser. The undersigned agrees that such representations and warranties shall survive the acceptance of the undersigned as a purchaser, and the undersigned indemnifies and agrees to hold harmless, the Company and each other purchaser from and against all damages, claims, expenses, losses or actions resulting from the untruth of any of the warranties and representations contained in this Subscription Agreement. 3.10 The foregoing representations and warranties are true as of the date of this Subscription Agreement and shall be true as of the date the Company issues and sells Units to the undersigned. If such representations and warranties shall not be true in any respect prior to such date, the undersigned will give prompt written notice of such fact to the Company.

Subscriber's Representations and Warranties. The undersigned hereby represents and warrants as follows: 3.1 The undersigned is acquiring the Units Shares for the undersigned’s own account for investment, not for the interest of any other person, not for resale to any other person and not with a view to or in connection with a sale or distribution. 3.2 All information furnished in the Investor Questionnaire completed by the undersigned is true and correct in all respects. 3.3 The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will not cause such overall commitment to become excessive. The undersigned has adequate net worth and means of providing for current needs and personal contingencies to sustain a complete loss of the undersigned’s investment in the Company, and the undersigned has no need for liquidity in this investment. 3.4 The undersigned has substantial sufficient knowledge and experience in making investment decisions of this type financial and business matters so that he is capable of evaluating the merits and risks of this an investment in the Shares and of protecting his interests in connection with such investment, or he has obtained the advice of an attorney, a certified public accountant, or an investment advisor registered under the Investment Advisors Act of 1940 or under the Michigan Uniform Securities Act of 2002, with respect to the merits and risks of an investment in the Shares and the protection of his interests. 3.5 3.3 The undersigned has had an opportunity to ask questions of and receive answers from representatives of the Company with respect to this offeringOffering. The Company has provided the undersigned with all documents requested and has provided answers to all of the undersigned’s questions relating to an investment in the Company. In addition, the undersigned has had an opportunity to discuss this investment with representatives of the Company and to ask questions of them. 3.6 3.4 The undersigned is acquiring the Units Shares and has been furnished with the Company’s Offering Term SheetCompany Organizational Documents, the Shareholder Agreement, the Voting Agreement and has access to the registration statement. The undersigned has not been furnished with any other prospectus or other offering literature. 3.7 3.5 The undersigned understands that an investment in the Company is speculative and involves a high degree of risk, and the undersigned has carefully reviewed and is aware of all of the risk factors related to the purchase of the UnitsShares. 3.8 3.6 The undersigned understands that there is no market for the Shares, and it is not anticipated that such a market will develop. 3.7 If this Subscription Agreement is executed and delivered on behalf of a partnership, trust, corporation or other entity: the undersigned has been duly authorized to execute and deliver this Subscription Agreement, the Investor Questionnaire, Agreement and all other documents and instruments (if any) executed and delivered on behalf of such entity in connection with its purchase of Units Shares subscribed for. 3.9 3.8 The Company and the other purchasers are relying on the truth and accuracy of the declarations, representations and warranties herein made by the undersigned. Accordingly, the foregoing representations and warranties and undertakings are made by the undersigned with the intent that they may be relied upon in determining his/her suitability as a purchaser. The undersigned agrees that such representations and warranties shall survive the acceptance of the undersigned as a purchaser, and the undersigned indemnifies and agrees to hold harmless, the Company and each other purchaser from and against all damages, claims, expenses, losses or actions resulting from the untruth of any of the warranties and representations contained in this Subscription Agreement. 3.10 3.9 The foregoing representations and warranties are true as of the date of this Subscription Agreement and shall be true as of the date the Company issues and sells Units Shares to the undersigned. If such representations and warranties shall not be true in any respect prior to such date, the undersigned will give prompt written notice of such fact to the Company.

Subscriber's Representations and Warranties. The undersigned hereby represents and warrants as follows: 3.1 The undersigned is acquiring the Units Securities for the undersigned’s own account for investment, not for the interest of any other person, not for resale to any other person and not with a view to or in connection with a sale or distribution. 3.2 All information furnished in the Investor Questionnaire Questionnaire, in the form of Exhibit C attached hereto, completed by the undersigned is true and correct in all respects. 3.3 The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will not cause such overall commitment to become excessive. The undersigned has adequate net worth and means of providing for current needs and personal contingencies to sustain a complete loss of the undersigned’s investment in the Company, and the undersigned has no need for liquidity in this investment. 3.4 The undersigned has substantial sufficient knowledge and experience in making investment decisions of this type financial and business matters so that he/she is capable of evaluating the merits and risks of this an investment in the Securities and of protecting his or her interests in connection with such investment, or he/she has obtained the advice of an attorney, a certified public accountant, or an investment advisor registered under the Investment Advisors Act of 1940 or under the Michigan Uniform Securities Act of 2002, with respect to the merits and risks of an investment in the Securities and the protection of his interests. 3.5 The undersigned has had an opportunity to ask questions of and receive answers from representatives of the Company with respect to this offeringOffering. The Company has provided the undersigned with all documents requested and has provided answers to all of the undersigned’s questions relating to an investment in the Company. In addition, the undersigned has had an opportunity to discuss this investment with representatives of the Company and to ask questions of them. 3.6 The undersigned is acquiring the Units Securities and has been furnished with the Company’s Offering Term SheetCompany Organizational Documents (as amended to date), the Shareholder Agreement, the Voting Agreement, the Certificate of Designations, the Warrant and the PPM. The undersigned has not been furnished with any other prospectus or other offering literature. 3.7 The undersigned understands that an investment in the Company is speculative and involves a high degree of risk, and the undersigned has carefully reviewed and is aware of all of the risk factors related to the purchase of the UnitsSecurities. 3.8 The undersigned understands that there is no market for the Securities, and it is not anticipated that such a market will develop. 3.9 If this Subscription Agreement is executed and delivered on behalf of a partnership, trust, corporation or other entity: the undersigned has been duly authorized to execute and deliver this Subscription Agreement, the Investor Questionnaire, and all other documents and instruments (if any) executed and delivered on behalf of such entity in connection with its purchase of Units Securities subscribed for. 3.9 3.10 The Company and the other purchasers are relying on the truth and accuracy of the declarations, representations and warranties herein made by the undersigned. Accordingly, the foregoing representations and warranties and undertakings are made by the undersigned with the intent that they may be relied upon in determining his/her suitability as a purchaser. The undersigned agrees that such representations and warranties shall survive the acceptance of the undersigned as a purchaser, and the undersigned indemnifies and agrees to hold harmless, the Company and each other purchaser from and against all damages, claims, expenses, losses or actions resulting from the untruth of any of the warranties and representations contained in this Subscription Agreement. 3.10 3.11 The foregoing representations and warranties are true as of the date of this Subscription Agreement and shall be true as of the date the Company issues and sells Units Securities to the undersigned. If such representations and warranties shall not be true in any respect prior to such date, the undersigned will give prompt written notice of such fact to the Company.

Subscriber's Representations and Warranties. The undersigned hereby represents and warrants as follows: 3.1 : The undersigned is acquiring the Units for the undersigned’s own account for investment, not for the interest of any other person, not for resale to any other person and not with a view to or in connection with a sale or distribution. 3.2 . All information furnished in the Investor Questionnaire completed by the undersigned is true and correct in all respects. 3.3 . The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will not cause such overall commitment to become excessive. The undersigned has adequate net worth and means of providing for current needs and personal contingencies to sustain a complete loss of the undersigned’s investment in the Company, and the undersigned has no need for liquidity in this investment. 3.4 . The undersigned has substantial knowledge and experience in making investment decisions of this type and is capable of evaluating the merits and risks of this investment. 3.5 . The undersigned has had an opportunity to ask questions of and receive answers from representatives of the Company with respect to this offering. The Company has provided the undersigned with all documents requested and has provided answers to all of the undersigned’s questions relating to an investment in the Company. In addition, the undersigned has had an opportunity to discuss this investment with representatives of the Company and to ask questions of them. 3.6 . The undersigned is acquiring the Units and has been furnished with the Company’s Offering Term Sheet. The undersigned has not been furnished with any other prospectus or offering literature. 3.7 . The undersigned understands that an investment in the Company is speculative and involves a high degree of risk, and the undersigned has carefully reviewed and is aware of all of the risk factors related to the purchase of the Units. 3.8 . If this Subscription Agreement is executed and delivered on behalf of a partnership, trust, corporation or other entity: the undersigned has been duly authorized to execute and deliver this Subscription Agreement, the Investor Questionnaire, and all other documents and instruments (if any) executed and delivered on behalf of such entity in connection with its purchase of Units subscribed for. 3.9 . The Company and the other purchasers are relying on the truth and accuracy of the declarations, representations and warranties herein made by the undersigned. Accordingly, the foregoing representations and warranties and undertakings are made by the undersigned with the intent that they may be relied upon in determining his/her suitability as a purchaser. The undersigned agrees that such representations and warranties shall survive the acceptance of the undersigned as a purchaser, and the undersigned indemnifies and agrees to hold harmless, the Company and each other purchaser from and against all damages, claims, expenses, losses or actions resulting from the untruth of any of the warranties and representations contained in this Subscription Agreement. 3.10 . The foregoing representations and warranties are true as of the date of this Subscription Agreement and shall be true as of the date the Company issues and sells Units to the undersigned. If such representations and warranties shall not be true in any respect prior to such date, the undersigned will give prompt written notice of such fact to the Company.

Subscriber's Representations and Warranties. The undersigned hereby represents and warrants as follows: 3.1 5.1 The undersigned is acquiring the Units Securities for the undersigned’s own account for investment, not for the interest of any other person, not for resale to any other person and not with a view to or in connection with a sale or distribution. 3.2 5.2 All information furnished in the Investor Questionnaire Questionnaire, in the form of Exhibit D attached hereto, completed by the undersigned is true and correct in all respects. 3.3 5.3 The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will not cause such overall commitment to become excessive. The undersigned has adequate net worth and means of providing for current needs and personal contingencies to sustain a complete loss of the undersigned’s investment in the Company, and the undersigned has no need for liquidity in this investment. 3.4 5.4 The undersigned has substantial sufficient knowledge and experience in making investment decisions of this type financial and business matters so that he/she is capable of evaluating the merits and risks of this an investment in the Securities and of protecting his or her interests in connection with such investment, or he/she has obtained the advice of an attorney, a certified public accountant, or an investment advisor registered under the Investment Advisors Act of 1940 or under the Michigan Uniform Securities Act of 2002, with respect to the merits and risks of an investment in the Securities and the protection of his interests. 3.5 5.5 The undersigned has had an opportunity to ask questions of and receive answers from representatives of the Company with respect to this offeringOffering. The Company has provided the undersigned with all documents requested and has provided answers to all of the undersigned’s questions relating to an investment in the Company. In addition, the undersigned has had an opportunity to discuss this investment with representatives of the Company and to ask questions of them. 3.6 5.6 The undersigned is acquiring the Units Securities and has been furnished with the Company’s Offering Term SheetCompany Organizational Documents (as amended to date), the Shareholder Agreement, the Voting Agreement, the Certificate of Designations, the Warrant and the Note. The undersigned has not been furnished with any other prospectus or other offering literature. 3.7 5.7 The undersigned understands that an investment in the Company is speculative and involves a high degree of risk, and the undersigned has carefully reviewed and is aware of all of the risk factors related to the purchase of the UnitsSecurities. 3.8 5.8 The undersigned understands that there is no market for the Securities, and it is not anticipated that such a market will develop. 5.9 If this Subscription Agreement is executed and delivered on behalf of a partnership, trust, corporation or other entity: the undersigned has been duly authorized to execute and deliver this Subscription Agreement, the Investor Questionnaire, and all other documents and instruments (if any) executed and delivered on behalf of such entity in connection with its purchase of Units Securities subscribed for. 3.9 5.10 The Company and the other purchasers are relying on the truth and accuracy of the declarations, representations and warranties herein made by the undersigned. Accordingly, the foregoing representations and warranties and undertakings are made by the undersigned with the intent that they may be relied upon in determining his/her suitability as a purchaser. The undersigned agrees that such representations and warranties shall survive the acceptance of the undersigned as a purchaser, and the undersigned indemnifies and agrees to hold harmless, the Company and each other purchaser from and against all damages, claims, expenses, losses or actions resulting from the untruth of any of the warranties and representations contained in this Subscription Agreement. 3.10 5.11 The foregoing representations and warranties are true as of the date of this Subscription Agreement and shall be true as of the date the Company issues and sells Units Securities to the undersigned. If such representations and warranties shall not be true in any respect prior to such date, the undersigned will give prompt written notice of such fact to the Company.

Subscriber's Representations and Warranties. The undersigned hereby represents and warrants as follows: 3.1 : · The undersigned is acquiring the Units for the undersigned’s his or her own account account, for investment, not for the interest of any other person, not for resale to any other person person, and not with a view to or in connection with a any sale or distribution. 3.2 All information furnished . · The undersigned is able to bear the substantial economic risks of an investment in the Investor Questionnaire completed by the undersigned is true Company and correct in all respects. 3.3 could afford a complete loss of such investment. The undersigned’s overall commitment to investments that which are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will not cause such overall commitment to become excessive. The undersigned has adequate net worth and means of providing for current needs and personal contingencies to sustain a complete loss of the undersigned’s investment in the Company, and the undersigned has no need for liquidity in this investment. 3.4 . · The undersigned has substantial knowledge and experience in making investment decisions of this type type, and is capable of evaluating the merits and risks of this investment. 3.5 The undersigned has had an opportunity to ask questions of and receive answers from representatives of the Company with respect to this offering. The Company has provided the undersigned with all documents requested and has provided answers to all of the undersigned’s questions relating to an investment in the Company. In addition, the undersigned has had an opportunity to discuss this investment with representatives of the Company and to ask questions of them. 3.6 The undersigned is acquiring the Units and has been furnished with the Company’s Offering Term Sheet. The undersigned has not been furnished with any other prospectus or offering literature. 3.7 · The undersigned understands that the Company is a development stage enterprise and an investment in the Company is speculative and involves a high degree of risk, and the undersigned has carefully reviewed and is aware of all of the risk factors related to the purchase of the Units. 3.8 . · If this Subscription Agreement is executed and delivered on behalf of a partnership, trust, corporation or other entity: , the undersigned has been duly authorized to execute and deliver this Subscription Agreement, the Investor Questionnaire, Agreement and all other documents and instruments (if any) executed and delivered on behalf of such entity in connection with this investment in the Company. · The undersigned has business and/or financial experience sufficient to protect his, her or its purchase of Units subscribed for. 3.9 The Company and the other purchasers are relying on the truth and accuracy of the declarations, representations and warranties herein made by the undersigned. Accordingly, the foregoing representations and warranties and undertakings are made by the undersigned with the intent that they may be relied upon in determining his/her suitability as a purchaserown interests. The undersigned agrees represents that such representations and warranties shall survive he, she or it is able to bear the acceptance economic risks of this investment. · The undersigned is an Accredited Investor, as defined in Regulation D under the Securities Act, on the basis of the undersigned as a purchaser, and qualifications indicated on the Investor Questionnaire which the undersigned indemnifies has previously completed and agrees returned to hold harmless, the Company and each other purchaser from and against all damages, claims, expenses, losses or actions resulting from the untruth of any of the warranties and representations contained in this Subscription Agreement. 3.10 Company. · The foregoing representations and warranties are true as of the date of this Subscription Agreement and shall be true as of the date of the closing of the purchase of Units of the Company issues and sells Units to by the undersigned. If If, in any respect, such representations and warranties shall not be true in any respect prior to such date, the undersigned will give prompt written notice of such fact to the Company.