Common use of Information Provided Clause in Contracts

Information Provided. The Investor represents, acknowledges and confirms that: (a) prior to the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes to him pursuant this First Amended and Restated Amendment, the Investor: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Securities pursuant to this Agreement, (ii) has been given an the opportunity to ask questions of, and receive answers from, representatives of the Company concerning Company and the terms and conditions of the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes by the Company to the Investor, and (iii) confirms that he has been furnished with all such requested information and all questions asked by such Investor have been answered to his full satisfaction. (b) the Investor has acquired the Securities and approved the amendments thereto as represented by the Amended and Restated Convertible Notes without being furnished any offering literature or prospectus other than any documents or answers to questions so furnished to him by the Company. (c) in addition to the representations set forth in Section 3.6(a) hereof, the Investor, because of his relationship with the Company as a director thereof, is in possession of or has complete and unrestricted access to, all material information concerning the Company, its business, operations, and financial condition and, as a result thereof, is thoroughly familiar with the speculative nature and risks of an investment in the Securities and is willing to bear the risks related to the amendment and ownership of the Securities. The Investor has been given access to all material information concerning the Company which is available or known to the Company. (d) the Investor has not relied on any statement or representation of the Company or of any of its Affiliates, attorneys, agents, or other representatives, except as specifically set forth or referenced in this Agreement or provided in accordance with Section 3.6(a) of this Agreement.

Information Provided. The Investor represents, acknowledges and confirms that: (a) prior to the amendment sale of the Convertible Notes and issuance of the Amended and Restated Convertible Notes Securities to him pursuant to this First Amended and Restated AmendmentAgreement, the Investor: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Securities pursuant to this Agreement, (ii) has been given an the opportunity to ask questions of, and receive answers from, representatives of the Company concerning Company and the terms and conditions of the amendment sale of the Convertible Notes and issuance of the Amended and Restated Convertible Notes Securities by the Company to the Investor, and (iii) confirms that he has been furnished with all such requested information and all questions asked by such Investor have been answered to his full satisfaction. (b) the Investor has acquired is acquiring the Securities and approved the amendments thereto as represented by the Amended and Restated Convertible Notes without being furnished any offering literature or prospectus other than any documents or answers to questions so furnished to him by the Company. (c) in addition to the representations set forth in Section 3.6(a3.5(a) hereof, the Investor, because of his relationship with the Company as a director thereof, is in possession of or has complete and unrestricted access to, all material information concerning the Company, its business, operations, and financial condition and, as a result thereof, is thoroughly familiar with the speculative nature and risks of an investment in the Securities and is willing to bear the risks related to the amendment and ownership purchase of the Securities. The Investor has been given access to all material information concerning the Company which is available or known to the Company. (d) the Investor has not relied on any statement or representation of the Company or of any of its Affiliates, attorneys, agents, or other representatives, except as specifically set forth or referenced in this Agreement or provided in accordance with Section 3.6(a3.5(a) of this Agreement. (e) the Investor acknowledges and understands that the representations, warranties, and covenants contained in this Section 3 of the Agreement are being furnished, in part, and will be relied on by the Company in determining whether this offering of the Securities (and particularly, the Conversion Shares) is exempt from registration under the Securities Act and the securities laws of all other applicable jurisdictions and, accordingly, confirms that all such statements contained herein are true, complete, and accurate as of the date hereof, and shall be true, accurate, and complete as of the date that this Agreement is executed and delivered, and shall survive the execution and delivery of this Agreement. If any events occur or circumstances exist prior to the issuance of the Conversion Shares to the Investor which would make any of the representations, warranties, agreements, or other information of the Investor set forth herein untrue or inaccurate, the Investor agrees to immediately notify the Company in writing of such fact specifying which representations, warranties, or covenants are not true, correct, or accurate, and the reasons therefor.

Information Provided. The Investor represents, acknowledges and confirms that: (a) prior to the amendment sale of the Convertible Notes and issuance of the Amended and Restated Convertible Notes Securities to him pursuant to this First Amended and Restated AmendmentAgreement, the Investor: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Securities pursuant to this Agreement, (ii) has been given an the opportunity to ask questions of, and receive answers from, representatives of the Company concerning Company and the terms and conditions of the amendment sale of the Convertible Notes and issuance of the Amended and Restated Convertible Notes Securities by the Company to the Investor, and (iii) confirms that he has been furnished with all such requested information and all questions asked by such Investor have been answered to his full satisfaction. (b) the Investor has acquired is acquiring the Securities and approved the amendments thereto as represented by the Amended and Restated Convertible Notes without being furnished any offering literature or prospectus other than any documents or answers to questions so furnished to him by the Company. (c) in addition to the representations set forth in Section 3.6(a) hereof, the Investor, because of his relationship with the Company as a director thereof, is in possession of or has complete and unrestricted access to, all material information concerning the Company, its business, operations, and financial condition and, as a result thereof, is thoroughly familiar with the speculative nature and risks of an investment in the Securities and is willing to bear the risks related to the amendment and ownership of the Securities. The Investor has been given access to all material information concerning the Company which is available or known to the Company. (d) the Investor has not relied on any statement or representation of the Company or of any of its Affiliates, attorneys, agents, or other representatives, except as specifically set forth or referenced in this Agreement or provided in accordance with Section 3.6(a3.5(a) of this Agreement. (d) the Investor acknowledges and understands that the representations, warranties, and covenants contained in this Section 3 of the Agreement are being furnished, in part, and will be relied on by the Company in determining whether this offering of the Securities (and particularly, the Conversion Shares) is exempt from registration under the Securities Act and the securities laws of all other applicable jurisdictions and, accordingly, confirms that all such statements contained herein are true, complete, and accurate as of the date hereof, and shall be true, accurate, and complete as of the date that this Agreement is executed and delivered, and shall survive the Closing. If any events occur or circumstances exist prior to the issuance of the Conversion Shares to the Investor which would make any of the representations, warranties, agreements, or other information of the Investor set forth herein untrue or inaccurate, the Investor agrees to immediately notify the Company in writing of such fact specifying which representations, warranties, or covenants are not true, correct, or accurate, and the reasons therefor.

Information Provided. The Investor represents, acknowledges and confirms that: (a) prior Acquisition Company and Parent acknowledge that, except (i) for the representations and warranties of Seller contained in Article IV hereof or in the certificate delivered pursuant to Section 2.3(f)(iv) or (ii) as required by this Agreement to be set forth in the Disclosure Schedule, none of Seller, its Subsidiary or any of their respective representatives, makes or shall be deemed to have made any representation or warranty, either express or implied, as to the amendment accuracy or completeness of any of the Convertible Notes and issuance information (including, without limitation, any reserve estimates, projections, forecasts, budgets or other forward-looking information) provided or otherwise made available to Acquisition Company, Parent or any their respective representatives (including, without limitation, in any management presentations, supplemental information or other materials or information with respect to any of the Amended above). With respect to any such reserve estimate, projection or forecast delivered by or on behalf of Seller, Acquisition Company and Restated Convertible Notes to him pursuant this First Amended and Restated Amendment, the InvestorParent acknowledge that: (i) has been given access there are uncertainties inherent in attempting to all material books and records of the Company and all material contracts and documents relating to the sale of the Securities pursuant to this Agreementmake such projections, forecasts or reserve calculations; (ii) has been given an the opportunity to ask questions of, and receive answers from, representatives of the Company concerning Company and the terms and conditions of the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes by the Company to the Investor, and it is familiar with such uncertainties; (iii) confirms that he has been furnished with it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such requested information projections, forecasts or reserve calculations so furnished to it; and all questions asked by (iv) it shall have no claim against any Person with respect to any such Investor have been answered to his full satisfactionprojection, forecast or reserve calculation, except for liabilities or claims for fraud or intentional misrepresentation. (b) the Investor has acquired the Securities Except for liabilities or claims for fraud or intentional misrepresentation, Acquisition Company and approved the amendments thereto as represented by the Amended and Restated Convertible Notes without being furnished any offering literature or prospectus other than any documents or answers to questions so furnished to him by the Company. (c) in addition Parent agree, to the representations set forth in Section 3.6(a) hereoffullest extent permitted by Law, the Investor, because of his relationship with the Company as a director thereof, is in possession of that Seller and its Subsidiary and representatives shall not have any liability or has complete and unrestricted access to, all material information concerning the responsibility whatsoever to Acquisition Company, its businessParent or any of their respective Affiliates or representatives on any basis (including, operationswithout limitation, and financial condition andin contract, as a result thereoftort, is thoroughly familiar with the speculative nature and risks of an investment in the Securities and is willing under federal or state securities laws or otherwise) based on any information provided or otherwise made available, or statements made (or omissions to bear the risks related to the amendment and ownership of the Securities. The Investor has been given access to all material information concerning the Company which is so provide, make available or known state), to the Acquisition Company. (d) the Investor has not relied on any statement , Parent or representation of the Company or of any of its Affiliates, attorneys, agents, their respective Affiliates or other representatives, except as specifically and only to the extent expressly set forth herein with respect to the representations and warranties of Seller set forth in Article IV hereof or referenced in this Agreement or provided in accordance with the certificate delivered pursuant to Section 3.6(a2.3(f)(iv) of this Agreementand subject the limitations and restrictions contained therein.

Information Provided. The Investor representsAll the information, acknowledges statistics, summaries, and confirms thatfacsimiles furnished by or on behalf of Sellers herewith or hereunder are furnished or will be furnished for Buyer's use at Buyer's sole risk. All such information has been compiled or prepared by Sellers based upon its files and records and such information is believed to be correct, but Sellers make no representation or warranty, express or implied, as to the accuracy, correctness, completeness, or the adequacy of same and does not warrant or guarantee such information in any way. Sellers have made no statements or representations concerning the environmental condition of the properties, production rates, recompletion opportunities, decline rates, geological or geophysical data or interpretations, the quality, quantity, recoverability or cost of recovery of any hydrocarbon reserves, any product pricing assumptions, the ability to sell or market any hydrocarbons after Closing, or the present or future value of the anticipated income, costs, or profits, if any, to be derived from the properties. Buyer is responsible for making such independent investigation and evaluation of the properties as Buyer shall deem appropriate, realizing that Sellers do not assume and shall have no liability to Buyer or any other party whatsoever for any reliance which may be placed on the information, statistics, summaries, or facsimiles furnished herewith or hereunder or any statements made herein. Specifically, but without limiting the generality of the foregoing: (ai) The description of leases included in the properties, the acreage purported to be covered thereby, depth limitations (if any), royalty and other burdens affecting same, and quantum of interest have been derived strictly from Sellers' records and Sellers have not undertaken any examination of title to verify same. Sellers do not warrant title to the Properties, except as against parties claiming by, through, or under Sellers, and Buyer should therefore undertake such independent title examination as it deems appropriate prior to the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes to him pursuant this First Amended and Restated Amendment, the Investor: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Securities pursuant to this Agreement, closing; and (ii) The description of wells and equipment inclu▇▇▇ ▇n the properties has been given compiled strictly from Sellers' records rather than from an on-the-ground inventory. Prior to Closing, Buyer should undertake such independent inspection or inventory as it deems appropriate to determine whether the opportunity to ask questions of, and receive answers from, representatives of the Company concerning Company and the terms and conditions of the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes by the Company to the Investor, and (iii) confirms that he has been furnished with all such requested information and all questions asked by such Investor have been answered to his full satisfaction. (b) the Investor has acquired the Securities and approved the amendments thereto as represented by the Amended and Restated Convertible Notes without being furnished any offering literature or prospectus other than any documents or answers to questions equipment so furnished to him by the Company. (c) in addition to the representations set forth in Section 3.6(a) hereof, the Investor, because of his relationship with the Company as a director thereof, described is in possession of or has complete and unrestricted access to, all material information concerning the Company, its business, operations, and financial condition and, as a result thereof, is thoroughly familiar with the speculative nature and risks of an investment fact in the Securities and is willing to bear the risks related to the amendment and ownership of the Securities. The Investor has been given access to all material information concerning the Company which is available or known to the Companyplace. (d) the Investor has not relied on any statement or representation of the Company or of any of its Affiliates, attorneys, agents, or other representatives, except as specifically set forth or referenced in this Agreement or provided in accordance with Section 3.6(a) of this Agreement.

Information Provided. The Investor represents, acknowledges and confirms that: (a) prior to the amendment sale of the Convertible Notes and issuance of the Amended and Restated Convertible Notes Securities to him pursuant to this First Amended and Restated AmendmentAgreement, the Investor: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Securities pursuant to this Agreement, (ii) has been given an the opportunity to ask questions of, and receive answers from, representatives of the Company concerning Company and the terms and conditions of the amendment sale of the Convertible Notes and issuance of the Amended and Restated Convertible Notes Securities by the Company to the Investor, and (iii) confirms that he has been furnished with all such requested information and all questions asked by such Investor have been answered to his full satisfaction. (b) the Investor has acquired is acquiring the Securities and approved the amendments thereto as represented by the Amended and Restated Convertible Notes without being furnished any offering literature or prospectus other than any documents or answers to questions so furnished to him by the Company. (c) in addition to the representations set forth in Section 3.6(a3.5(a) hereof, the Investor, because of his relationship with the Company as a director thereof, is in possession of or has complete and unrestricted access to, all material information concerning the Company, its business, operations, and financial condition and, as a result thereof, is thoroughly familiar with the speculative nature and risks of an investment in the Securities and is willing to bear the risks related to the amendment and ownership purchase of the Securities. .The Investor has been given access to all material information concerning the Company which is available or known to the Company. (d) the Investor has not relied on any statement or representation of the Company or of any of its Affiliates, attorneys, agents, or other representatives, except as specifically set forth or referenced in this Agreement or provided in accordance with Section 3.6(a3.5(a) of this Agreement. (e) the Investor acknowledges and understands that the representations, warranties, and covenants contained in this Section 3 of the Agreement are being furnished, in part, and will be relied on by the Company in determining whether this offering of the Securities (and particularly, the Conversion Shares) is exempt from registration under the Securities Act and the securities laws of all other applicable jurisdictions and, accordingly, confirms that all such statements contained herein are true, complete, and accurate as of the date hereof, and shall be true, accurate, and complete as of the date that this Agreement is executed and delivered, and shall survive the execution and delivery of this Agreement.If any events occur or circumstances exist prior to the issuance of the Conversion Shares to the Investor which would make any of the representations, warranties, agreements, or other information of the Investor set forth herein untrue or inaccurate, the Investor agrees to immediately notify the Company in writing of such fact specifying which representations, warranties, or covenants are not true, correct, or accurate, and the reasons therefor.

Information Provided. The Investor representsAll the information, acknowledges statistics, summaries, and confirms thatfacsimiles furnished by or on behalf of Assignor herewith or hereunder are furnished or will be furnished for Assignee's use at Assignee's sole risk. All such information has been compiled or prepared by Assignor based upon its files and records and such information is believed to be correct, but Assignor makes no representation or warranty, express or implied, as to the accuracy, correctness, completeness, or the adequacy of same and does not warrant or guarantee such information in any way. Assignor has made no statements or representations concerning the environmental condition of the Subject Interests, nor to production rates, recompletion opportunities, decline rates, geological or geophysical data or interpretations, the quality, quantity, recoverability or cost of recovery of any hydrocarbon reserves, any product pricing assumptions, the ability to sell or market any hydrocarbons after Closing, or the present or future value of the anticipated income, costs, or profits, if any, to be derived from the properties. Assignee is responsible for making such independent investigation and evaluation of the Subject Interests as Assignee shall deem appropriate, realizing that Assignor does not assume and shall have no liability to Assignee or any other party whatsoever for any reliance which may be placed on the information, statistics, summaries, or facsimiles furnished herewith or hereunder or any statements made herein. Specifically, but without limiting the generality of the foregoing: (ai) The description of leases included in the Subject Interests, the acreage purported to be covered thereby, depth limitations (if any), royalty and other burdens affecting same, and quantum of interest have been derived strictly from Assignor's records and Assignor has not undertaken any examination of title to verify same. Subject to Assignor's representation at Section 3.2 herein that the Subject Interests are free and clear of liens and encumbrances, except those set forth at Exhibit 3.2 herein, Assignor does not warrant title to the Subject Interests, except as against parties claiming by, through, or under Assignor, and Assignee should therefore undertake such independent title examination as it deems appropriate prior to the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes to him pursuant this First Amended and Restated Amendment, the Investor: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Securities pursuant to this Agreement, Closing; and (ii) The description of ▇▇▇▇▇ and equipment included in the Subject Interests has been given compiled strictly from Assignor's records rather than from an on-the-ground inventory. Prior to Closing, Assignee should undertake such independent inspection or inventory as it deems appropriate to determine whether the opportunity to ask questions of, and receive answers from, representatives of the Company concerning Company and the terms and conditions of the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes by the Company to the Investor, and (iii) confirms that he has been furnished with all such requested information and all questions asked by such Investor have been answered to his full satisfaction. (b) the Investor has acquired the Securities and approved the amendments thereto as represented by the Amended and Restated Convertible Notes without being furnished any offering literature or prospectus other than any documents or answers to questions equipment so furnished to him by the Company. (c) in addition to the representations set forth in Section 3.6(a) hereof, the Investor, because of his relationship with the Company as a director thereof, described is in possession of or has complete and unrestricted access to, all material information concerning the Company, its business, operations, and financial condition and, as a result thereof, is thoroughly familiar with the speculative nature and risks of an investment fact in the Securities and is willing to bear the risks related to the amendment and ownership of the Securities. The Investor has been given access to all material information concerning the Company which is available or known to the Companyplace. (d) the Investor has not relied on any statement or representation of the Company or of any of its Affiliates, attorneys, agents, or other representatives, except as specifically set forth or referenced in this Agreement or provided in accordance with Section 3.6(a) of this Agreement.

Information Provided. The Investor representsAs of their respective dates, acknowledges and confirms that: (a) prior the financial statements of the Company previously provided to the amendment of Buyers (the Convertible Notes and issuance of “Financial Statements”) complied in all material respects with applicable accounting requirements. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied, during the Amended and Restated Convertible Notes to him pursuant this First Amended and Restated Amendment, the Investor: periods involved (except (i) has been given access as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material books and records respects the financial position of the Company and all material contracts and documents relating to the sale as of the Securities pursuant dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The Company is not currently contemplating to amend or restate such Financial Statements, nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements No information provided by or on behalf of the Company to any of the Buyers (including, without limitation, information referred to in Section 2(e) of this Agreement or in the Disclosure Schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, (ii) has been given an in the opportunity to ask questions of, and receive answers from, representatives light of the Company concerning Company and the terms and conditions of the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes by the Company to the Investor, and (iii) confirms that he has been furnished with all such requested information and all questions asked by such Investor have been answered to his full satisfactioncircumstance under which they are or were made. (b) the Investor has acquired the Securities and approved the amendments thereto as represented by the Amended and Restated Convertible Notes without being furnished any offering literature or prospectus other than any documents or answers to questions so furnished to him by the Company. (c) in addition to the representations set forth in Section 3.6(a) hereof, the Investor, because of his relationship with the Company as a director thereof, is in possession of or has complete and unrestricted access to, all material information concerning the Company, its business, operations, and financial condition and, as a result thereof, is thoroughly familiar with the speculative nature and risks of an investment in the Securities and is willing to bear the risks related to the amendment and ownership of the Securities. The Investor has been given access to all material information concerning the Company which is available or known to the Company. (d) the Investor has not relied on any statement or representation of the Company or of any of its Affiliates, attorneys, agents, or other representatives, except as specifically set forth or referenced in this Agreement or provided in accordance with Section 3.6(a) of this Agreement.

Information Provided. The Investor representsinformation to be supplied by or on behalf of Merger Partner for inclusion or incorporation by reference in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act, acknowledges and confirms that: as applicable (aeach a “Regulation M-A Filing”), shall not at the time such Regulation M-A Filing is filed with the SEC or at any time it is amended or supplemented, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information to be supplied by or on behalf of Merger Partner for inclusion in the information statement (the “Information Statement”) prior to be sent to the amendment stockholders of Public Company in connection with the Convertible Notes transactions contemplated hereby and issuance the approval by the requisite Public Company Written Consents of the Amended and Restated Convertible Notes to him pursuant this First Amended and Restated Amendment, the Investor: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Securities pursuant to this AgreementShare Issuance under Nasdaq rules, (ii) has been given an the opportunity to ask questions ofadoption and approval of this Agreement and the transactions contemplated hereby (including the Merger), (iii) the adoption and receive answers from, representatives approval of the Amended & Restated Public Company concerning Charter and Amended & Restated Public Company and Bylaws, (iv) the terms and conditions approval of the amendment PIPE (such proposals in clauses (i) through (iv), the “Required Public Company Proposals”), (v) the adoption and approval of the Convertible Notes and New Plan, (vi) the issuance of the Amended and Restated Convertible Notes by the Company Convert Shares pursuant to the InvestorConvert Documents, (vii) the issuance of up to 600,000,000 Marketing Agreement Shares at the Per Share Purchase Price and in connection therewith a change of control transaction in accordance with the Nasdaq rules, subject to, and only in the event that, the BTC Valuation (iiias defined therein) confirms that he has been furnished with all such requested information and all questions asked by such Investor have been answered to his full satisfaction. (b) the Investor has acquired the Securities and approved the amendments thereto as represented by the Amended and Restated Convertible Notes without being furnished any offering literature or prospectus other than any documents or answers to questions so furnished to him by the Company. (c) in addition is agreed upon pursuant to the representations terms set forth in Section 3.6(athe Marketing Agreement, (viii) hereofthe adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Information Statement or in correspondence related thereto, (ix) the Investor, because adoption and approval of his relationship each other proposal reasonably agreed to by Public Company and Merger Partner as necessary or appropriate in connection with the Company as a director thereof, is in possession of or has complete and unrestricted access to, all material information concerning the Company, its business, operations, and financial condition and, as a result thereof, is thoroughly familiar with the speculative nature and risks of an investment in the Securities and is willing to bear the risks related to the amendment and ownership consummation of the Securities. The Investor has been given access to all material information concerning the Company which is available or known to the Company. (d) the Investor has not relied on any statement or representation of the Company or of any of its Affiliates, attorneys, agents, or other representatives, except as specifically set forth or referenced in transactions contemplated by this Agreement or provided the Ancillary Documents (such proposals in accordance clauses (v)) through (ix), collectively, the “Other Public Company Proposals”), which information shall be deemed to include all information about or relating to Merger Partner and/or the Merger Partner Proposal, shall not, at the time of receiving the requisite Public Company Written Consents, or on the date the Information Statement is first mailed to stockholders of Public Company or as of the Effective Time, contain any statement that, at such time and in light of the circumstances under which it shall be made, is false or misleading with Section 3.6(a) of this Agreementrespect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Information Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to obtaining the Public Company Written Consents that has become false or misleading.

Information Provided. The Investor represents, acknowledges and confirms that: (a) prior to the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes to him pursuant this First Second Amended and Restated Amendment, the Investor: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Securities pursuant to this Agreement, (ii) has been given an the opportunity to ask questions of, and receive answers from, representatives of the Company concerning Company and the terms and conditions of the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes by the Company to the Investor, and (iii) confirms that he has been furnished with all such requested information and all questions asked by such Investor have been answered to his full satisfaction. (b) the Investor has acquired the Securities and approved the amendments thereto as represented by the Amended and Restated Convertible Notes without being furnished any offering literature or prospectus other than any documents or answers to questions so furnished to him by the Company. (c) in addition to the representations set forth in Section 3.6(a) hereof, the Investor, because of his relationship with the Company as a director thereof, is in possession of or has complete and unrestricted access to, all material information concerning the Company, its business, operations, and financial condition and, as a result thereof, is thoroughly familiar with the speculative nature and risks of an investment in the Securities and is willing to bear the risks related to the amendment and ownership of the Securities. The Investor has been given access to all material information concerning the Company which is available or known to the Company. (d) the Investor has not relied on any statement or representation of the Company or of any of its Affiliates, attorneys, agents, or other representatives, except as specifically set forth or referenced in this Agreement or provided in accordance with Section 3.6(a) of this Agreement.