Common use of Investment Representations and Covenants Clause in Contracts

Investment Representations and Covenants. (a) Seller understands that the Common Stock which shall comprise the Purchase Price has not been and shall not be registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws on the grounds that the issuance of the Common Stock is exempt from registration pursuant to Section 4(2) of the 1933 Act and applicable state securities laws, and that the reliance of Buyer on such exemptions is predicated in part on Seller’s representations, warranties, covenants and acknowledgments set forth in this Section. Seller acknowledges that: (A) Buyer has made no assurances that a public market will continue to exist, (B) the Common Stock is a highly speculative investment involving a high degree of risk, (C) it is able, without impairing its financial condition, to hold the Common Stock for an indefinite period of time and suffer the complete loss thereof, and (D) after one year and one day from the date of Closing, the exemption available through Rule 144 of the 1933 Act may be accessed by Seller, provided all of the terms and conditions of such exemption have been met. Additionally, Seller: (A) acknowledges that the Common Stock issued to Seller at the Closing must be held at least one (1) year plus one (1) day after the Closing Date by Seller unless subsequently registered under the 1933 Act or an exemption from registration is available, and (B) is aware that any routine sales of Common Stock made pursuant to Rule 144 under the 1933 Act may be made only in limited amounts and in accordance with the terms and conditions of that rule and that in such cases where the Rule 144 is not applicable, compliance with some other registration exemption will be required.

Investment Representations and Covenants. (aA) Seller understands that the Common Stock which shall comprise the Purchase Price has not been and shall not be registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws on the grounds that the issuance of the Common Stock is exempt from registration pursuant to Section 4(2) of the 1933 Act and applicable state securities laws, and that the reliance of Buyer on such exemptions is predicated in part on Seller’s 's representations, warranties, covenants and acknowledgments set forth in this Section. Seller acknowledges that: (A) Buyer has made no assurances that a public market will continue to exist, (B) the Common Stock is a highly speculative investment involving a high degree of risk, (C) it is able, without impairing its financial condition, to hold the Common Stock for an indefinite period of time and suffer the complete loss thereof, and (D) after one year and one day from the date of ClosingEffective Time, the exemption available through Rule 144 of the 1933 Act may be accessed by Seller, provided all of the terms and conditions of such exemption have been met. Additionally, Seller: (A) acknowledges that the Common Stock issued to Seller at the Closing must be held at least one (1) year plus one (1) day after the Closing Date by Seller unless subsequently registered under the 1933 Act or an exemption from registration is available, and (B) is aware that any routine sales of Common Stock made pursuant to Rule 144 under the 1933 Act may be made only in limited amounts and in accordance with the terms and conditions of that rule and that in such cases where the Rule 144 is not applicable, compliance with some other registration exemption will be required.

Investment Representations and Covenants. (a) Seller understands that the Common Stock which shall comprise the Purchase Price has not been and shall not be registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws on the grounds that the issuance of the Common Stock is exempt from registration pursuant to Section 4(2) 4.2 of the 1933 Act and applicable state securities laws, and that the reliance of Buyer on such exemptions is predicated in part on Seller’s representations, warranties, covenants and acknowledgments set forth in this Section. Seller acknowledges that: (Aa) Buyer has made no assurances that a public market will continue to exist, (Bb) the Common Stock is a highly speculative investment involving a high degree of risk, (Cc) it is able, without impairing its financial condition, to hold the Common Stock for an indefinite period of time and suffer the complete loss thereof, and (Dd) after one year and one day from the date of ClosingEffective Time, the exemption available through Rule 144 of the 1933 Act may be accessed by Seller, provided all of the terms and conditions of such exemption have been met. Additionally, Seller: (Aa) acknowledges that the Common Stock issued to Seller at the Closing must be held at least one (1) year plus one (1) day after the Closing Date by Seller unless subsequently registered under the 1933 Act or an exemption from registration is available, and (Bb) is aware that any routine sales of Common Stock made pursuant to Rule 144 under the 1933 Act may be made only in limited amounts and in accordance with the terms and conditions of that rule and that in such cases where the Rule 144 is not applicable, compliance with some other registration exemption will be required. Seller represents and warrants that: (a) Seller is an “accredited investor” or “sophisticated investor” as defined under the 1933 Act and state “Blue Sky” laws, or that Seller has utilized, to the extent necessary to be deemed a sophisticated investor under the 1933 Act and State “Blue Sky” laws, the assistance of a professional advisor, (b) Seller, either alone or together with the assistance of the Seller’s own professional advisor, has such knowledge and experience in financial and business matters such that the Seller is capable of evaluating the merits and risks of Seller’s investment in the Common Stock to be acquired by Seller upon Closing, and (c) the Common Stock to be acquired by Seller upon consummation of the transactions described in this Agreement will be acquired by Seller for Seller’s own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the 1933 Act and the rules and regulations thereunder, except as contemplated in this Agreement, and that Seller will not distribute any of the Common Stock in violation of the 0000 Xxx. All shares of the Common Stock shall bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ‘1933 ACT’) AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE 1933 ACT AND APPLICABLE SECURITIES LAWS.” In addition, the Common Stock shall bear any legend required by the securities or the applicable “Blue Sky” laws as well as any other legend deemed appropriate by Buyer or its counsel.

Investment Representations and Covenants. (a) Seller understands that the Common Stock which shall comprise the Purchase Exchange Price has not been and shall not be registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws on the grounds that the issuance of the Common Stock is exempt from registration pursuant to Section 4(2) of the 1933 Act and applicable state securities laws, and that the reliance of Buyer on such exemptions is predicated in part on Seller’s representations, warranties, covenants and acknowledgments set forth in this Section. Seller acknowledges that: (A) Buyer has made no assurances that a public market will continue to exist, (B) the Common Stock is a highly speculative investment involving a high degree of risk, (C) it he is able, without impairing its his financial condition, to hold the Common Stock for an indefinite period of time and suffer the complete loss thereof, and (D) after one year and one day from the date of Closing, the exemption available through Rule 144 of lock up period on the 1933 Act may be accessed by Seller, provided all of the terms and conditions of such exemption have been metCommon Stock will expire. Additionally, Seller: (A) acknowledges that the Common Stock issued to Seller at the Closing must be held at least one (1) year plus one (1) day after the Closing Date by Seller unless subsequently registered under the 1933 Act or an exemption from registration is availableSeller, and (B) is aware that any routine sales of Common Stock made pursuant to Rule 144 under the 1933 Act may be made only in limited amounts and in accordance with the terms and conditions of that rule and that in such cases where the Rule 144 is not applicable, compliance with some other registration exemption will be required.

Investment Representations and Covenants. (a) Seller understands that the Common Stock which shall comprise the Purchase Price has not been and shall not be registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws on the grounds that the issuance of the Common Stock is exempt from registration pursuant to Section 4(2) of the 1933 Act and applicable state securities laws, and that the reliance of Buyer on such exemptions is predicated in part on Seller’s representations, warranties, covenants and acknowledgments set forth in this Section. Seller acknowledges that: (A) Buyer has made no assurances that a public market will continue to exist, (B) the Common Stock is a highly speculative investment involving a high degree of risk, (C) it is able, without impairing its financial condition, to hold the Common Stock for an indefinite period of time and suffer the complete loss thereof, and (D) after one year and one day from the date of ClosingEffective Time, the exemption available through Rule 144 of the 1933 Act may be accessed by Seller, provided all of the terms and conditions of such exemption have been met. Additionally, Seller: (A) acknowledges that the Common Stock issued to Seller at the Closing must be held at least one (1) year plus one (1) day after the Closing Date by Seller unless subsequently registered under the 1933 Act or an exemption from registration is available, and (B) is aware that any routine sales of Common Stock made pursuant to Rule 144 under the 1933 Act may be made only in limited amounts and in accordance with the terms and conditions of that rule and that in such cases where the Rule 144 is not applicable, compliance with some other registration exemption will be required. Seller represents and warrants that: (A) Seller is an “accredited investor” or “sophisticated investor” as defined under the 1933 Act and state “Blue Sky” laws, or that Seller has utilized, to the extent necessary to be deemed a sophisticated investor under the 1933 Act and State “Blue Sky” laws, the assistance of a professional advisor, (B) Seller, either alone or together with the assistance of the Seller’s own professional advisor, has such knowledge and experience in financial and business matters such that the Seller is capable of evaluating the merits and risks of Seller’s investment in the Common Stock to be acquired by Seller upon Closing, and (C) the Common Stock to be acquired by Seller upon consummation of the transactions described in this Agreement will be acquired by Seller for Seller’s own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the 1933 Act and the rules and regulations thereunder, except as contemplated in this Agreement, and that Seller will not distribute any of the Common Stock in violation of the 0000 Xxx. All shares of the Common Stock shall bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE 1933 ACT AND APPLICABLE SECURITIES LAWS.” In addition, the Common Stock shall bear any legend required by the securities or the applicable “Blue Sky” laws as well as any other legend deemed appropriate by Buyer or its counsel.