Common use of Additional Representations and Warranties of Holder Clause in Contracts

Additional Representations and Warranties of Holder. Holder is acquiring the Exchange Notes for investment for such Investor’s own account, and not with a view to, or for resale in connection with, any distribution thereof, and Investor has no present intention of selling or distributing the Exchange Notes. Holder has had an opportunity to discuss Company’s business, management and financial affairs with its management and to obtain any additional information which Investor has deemed necessary or appropriate for deciding whether or not to acquire the Exchange Notes, including an opportunity to receive, review and understand the information set forth in Company’s financial statements, capitalization and other business information as Investor deems prudent. Holder acknowledges that no other representations or warranties, oral or written, have been made by Company or any agent thereof except as set forth in this Agreement. Holder is aware that no federal, state or other agency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Exchange Notes. Holder has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment in the Exchange Notes and it is able to bear the economic risk of such investment. Holder has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the acquisition of the Exchange Notes, of evaluating the merits and risks of an investment in the Exchange Notes and of making an informed investment decision with respect to the Exchange Notes. Neither Holder, nor any person or entity with whom such Holder shares beneficial ownership of the Exchange Notes, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii). Holder is aware that there is currently no public market for the Exchange Notes, that there is no guarantee that a public market will develop at any time in the future and Holder understands that the Exchanges Notes are unregistered and may not presently be sold except in accordance with applicable securities laws. Holder understands that the Exchange Notes cannot be readily sold or liquidated in case of an emergency or other financial need. Holder acknowledges and agrees that the Exchange Notes must be held indefinitely unless it is subsequently registered under the 1933 Act or an exemption from such registration is available, and Holder has been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Act as in effect from time to time, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company and the resale occurring following the required holding period under Rule 144. Each instrument evidencing the Exchange Notes may be imprinted with legends substantially in the following form: “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.”

Additional Representations and Warranties of Holder. Holder is acquiring the Exchange Notes Shares for investment for such InvestorHolder’s own account, and not with a view to, or for resale in connection with, any distribution thereof, and Investor Holder has no present intention of selling or distributing the Exchange NotesShares. Holder has had an opportunity to discuss the Company’s business, management and financial affairs with its management and to obtain any additional information which Investor Holder has deemed necessary or appropriate for deciding whether or not to acquire the Exchange NotesShares, including an opportunity to receive, review and understand the information set forth in the Company’s financial statements, capitalization and other business information as Investor Holder deems prudent. Holder acknowledges that no other representations or warranties, oral or written, have been made by the Company or any agent thereof except as set forth in this Agreement. Holder is aware that no federal, state or other agency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Exchange NotesShares. Holder has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment in the Exchange Notes Shares and it is able to bear the economic risk of such investment. Holder has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the acquisition of the Exchange NotesShares, of evaluating the merits and risks of an investment in the Exchange Notes Shares and of making an informed investment decision with respect to the Exchange Notes. Neither Holder, nor any person or entity with whom such Holder shares beneficial ownership of the Exchange Notes, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)Shares. Holder is aware that there is currently no public market for the Exchange Notes, Shares and that there is no guarantee that a public market will develop at any time in the future future, and Holder understands that the Exchanges Notes Exchange Shares are unregistered and may not presently be sold except in accordance with applicable securities laws. Holder understands that the Exchange Notes Shares cannot be readily sold or liquidated in case of an emergency or other financial need. Holder acknowledges and agrees that the Exchange Notes Shares must be held indefinitely unless it is subsequently registered under the 1933 Securities Act or an exemption from such registration is available, and Holder has been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Securities Act as in effect from time to time, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company and the resale occurring following the required holding period under Rule 144. Each instrument evidencing the Exchange Notes may be imprinted with legends substantially in the following form: “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.”

Additional Representations and Warranties of Holder. Holder is acquiring the Exchange Notes Preferred Shares for investment for such InvestorHolder’s own account, and not with a view to, or for resale in connection with, any distribution thereof, and Investor Holder has no present intention of selling or distributing the Exchange NotesPreferred Shares. Holder has had an opportunity to discuss Company’s business, management and financial affairs with its management and to obtain any additional information which Investor Holder has deemed necessary or appropriate for deciding whether or not to acquire the Exchange NotesPreferred Shares, including an opportunity to receive, review and understand the information set forth in Company’s financial statements, capitalization and other business information as Investor Holder deems prudent. Holder acknowledges that no other representations or warranties, oral or written, have been made by Company or any agent thereof except as set forth in this Agreement. Holder is aware that no federal, state or other agency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Exchange NotesPreferred Shares. Holder has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment in the Exchange Notes Preferred Shares and it is able to bear the economic risk of such investment. Holder has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the acquisition of the Exchange NotesPreferred Shares, of evaluating the merits and risks of an investment in the Exchange Notes Preferred Shares and of making an informed investment decision with respect to the Exchange NotesPreferred Shares. Neither Holder, nor any person or entity with whom such Holder shares beneficial ownership of the Exchange NotesPreferred Shares, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii). Holder is aware that there is currently no public market for the Exchange NotesPreferred Shares, that there is no guarantee that a public market will develop at any time in the future and Holder understands that the Exchanges Notes Preferred Shares are unregistered and may not presently be sold except in accordance with applicable securities laws. Holder understands that the Exchange Notes Preferred Shares cannot be readily sold or liquidated in case of an emergency or other financial need. Holder acknowledges and agrees that the Exchange Notes Preferred Shares must be held indefinitely unless it is subsequently registered under the 1933 Securities Act of 1933, as amended (the “Securities Act”) or an exemption from such registration is available, and are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement. Holder has been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Securities Act as in effect from time to time, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company and the resale occurring following the required holding period under Rule 144. Each instrument evidencing the Exchange Notes Preferred Shares may be imprinted with legends substantially in the following form: “THE SECURITIES REPRESENTED BY THIS NOTE HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.”

Additional Representations and Warranties of Holder. Holder is acquiring the Exchange Notes Preferred Shares for investment for such InvestorHolder’s own account, and not with a view to, or for resale in connection with, any distribution thereof, and Investor Holder has no present intention of selling or distributing the Exchange NotesPreferred Shares. Holder has had an opportunity to discuss Company’s business, management and financial affairs with its management and to obtain any additional information which Investor Holder has deemed necessary or appropriate for deciding whether or not to acquire the Exchange NotesPreferred Shares, including an opportunity to receive, review and understand the information set forth in Company’s financial statements, capitalization and other business information as Investor Holder deems prudent. Holder acknowledges that no other representations or warranties, oral or written, have been made by Company or any agent thereof except as set forth in this Agreement. Holder is aware that no federal, state or other agency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Exchange NotesPreferred Shares. Holder has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment in the Exchange Notes Preferred Shares and it is able to bear the economic risk of such investment. Holder has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the acquisition of the Exchange NotesPreferred Shares, of evaluating the merits and risks of an investment in the Exchange Notes Preferred Shares and of making an informed investment decision with respect to the Exchange NotesPreferred Shares. Neither Holder, nor any person or entity with whom such Holder shares beneficial ownership of the Exchange NotesPreferred Shares, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii). Neither Holder nor anyone acting on behalf of Holder has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the transactions contemplated under this Agreement. Holder understands that the transactions contemplated under this Agreement are intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. Holder understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for the exemption under Section 3(a)(9) of the Securities Act as well as qualifying for exemptions under applicable state securities laws. Holder is aware that there is currently no public market for the Exchange Notes, Preferred Shares and that there is no guarantee that a public market will develop at any time in the future and Holder understands that the Exchanges Notes are unregistered and may not presently be sold except in accordance with applicable securities lawsfuture. Holder understands that the Exchange Notes Preferred Shares cannot be readily sold or liquidated in case of an emergency or other financial need. Holder acknowledges and agrees that the Exchange Notes must be held indefinitely unless it is subsequently registered under the 1933 Act or an exemption from such registration is available, and Holder has been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Act as in effect from time to time, which permits limited resale of securities purchased in a private placement Preferred Shares are subject to restrictions on transfer pursuant to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company and the resale occurring following the required holding period under Rule 144. Each instrument evidencing the Exchange Notes may be imprinted with legends substantially in the following form: “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMLock-Up Agreement.”