Acknowledgements Regarding Note and Warrant Clause Samples

Acknowledgements Regarding Note and Warrant. The Company and the Holder, as a result of arm’s length bargaining, acknowledge and agree that: (i) Holder has not rendered any services to the Company in connection with this Agreement; (ii) the Note and Warrant issued to Holder, and the Company Equity Securities issuable upon conversion of Holder’s Note and/or upon exercise of the Warrant issued to Holder, are not being issued as compensation; (iii) the aggregate fair market value on the date hereof of the Note (together with the Warrant) issued to Holder is equal to the Loan Amount; and (iv) all tax returns and other information returns of each party relative to this Agreement, the Note and the Warrant shall consistently reflect the acknowledgements set forth in this Section 1.2.