Common use of Investment Representations Clause in Contracts

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Preferred Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. The Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's ’s representations contained in the Agreement. The Purchaser hereby represents and warrants as follows:

Investment Representations. The Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. The Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants warranties as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Such Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"). Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Such Purchaser understands that neither the Shares nor the Conversion Shares have been registered under any state securities act or the Securities Act of 1933, as amended (the "Securities ---------- Act"). Such Purchaser also understands that the Shares are being offered and --- sold pursuant to an exemption from registration contained in applicable state securities acts and the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Purchaser Buyer understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. Purchaser Buyer also understands that the Shares are being offered and sold exchanged pursuant to an exemption from registration contained in the Securities Act based in part upon PurchaserBuyer's representations contained in the this Agreement. Purchaser Buyer hereby represents and warrants as follows:

Investment Representations. The Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the Agreement. The Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares Note nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Note and the Conversion Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an applicable exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Such Purchaser understands that neither none of the Shares nor or the Conversion Shares have has been registered under the Securities Act. Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. The Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities ActAct or under any state or non-U.S. securities law. The Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's ’s representations contained in the this Agreement. The Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor and the Conversion Shares have not been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. The Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. The Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the Agreement. The Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the AgreementAgreement and in Purchaser’s Investor Questionnaire. Purchaser hereby represents and warrants as follows:

Investment Representations. Such Purchaser understands that neither the Shares nor the Conversion Shares have been registered under any state securities act or the Securities Act of 1933, as amended (the "Securities Act"). Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in applicable state securities acts and the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Purchaser understands that neither the Shares, the Warrants, the Warrant Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares and the Warrants are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares, Warrants, Warrant Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares and the Warrants are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Such Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Such Purchaser also understands that the Purchased Shares are being offered and sold and the New Shares are being offered and exchanged for the Exchanged Shares pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's following representations contained in the Agreement. Purchaser hereby represents and warrants as followswarranties:

Investment Representations. The Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. The Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. The Purchaser hereby represents and warrants as follows:

Investment Representations. The Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. The Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the Agreement. The Purchaser hereby represents and warrants as followsfollows :-

Investment Representations. The Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. The Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the Agreement. The Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser The Creditor understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser The Creditor also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's the Creditor’s representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Purchaser understands that neither the Shares Shares, the Notes nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares and the Notes are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. contained in the Securities Act based in part upon Purchaser's ’s representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Such Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Such Purchaser also understands and hereby confirms that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Purchaser understands that neither the Shares Securities nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares, the Exchange Series D Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. Purchaser also understands that the Shares, Warrants, Conversion Shares, and/or Warrant Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the this Agreement. Purchaser Each Purchaser, as to itself, hereby represents and warrants to the Company as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. contained in the Securities Act based in part upon such Purchaser's ’s representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Such Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Purchaser's ’s representations contained in the Agreement. Such Purchaser hereby represents and warrants as follows:

Investment Representations. Such Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. Purchaser also understands that the Shares and/or the Conversion Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the this Agreement. Purchaser Each Purchaser, as to itself, hereby represents and warrants to the Company as follows:

Investment Representations. Purchaser understands that neither the Warrants, Preferred Shares nor and the Conversion Shares have not been registered under the Securities ActAct or any applicable state securities laws. Purchaser also understands that the Warrants and Preferred Shares are being offered and sold pursuant to an exemption exemptions from registration contained in the Securities Act and applicable state securities laws based in part upon Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Purchaser understands that neither the Shares nor and the Conversion Shares have not been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares Securities nor the Conversion Warrant Shares have been registered under the Securities Act. Purchaser also understands that the Shares Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares Shares, the Warrants nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares and Warrants are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares Shams are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part pan upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and and, warrants as followsfollowing:

Investment Representations. Purchaser understands that neither the Shares nor the and Conversion Shares have not been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:that Purchaser is (a) acquiring the Shares for Purchaser's own account for investment only, and not with a view towards their distribution; and (b) an accredited investor within the meaning of Regulation D under the Securities Act.

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants to the Company as follows:

Investment Representations. The Purchaser understands that neither the Preferred Shares, the Common Shares nor the Conversion Shares have been registered under the Securities Act. The Purchaser also understands that the Preferred Shares and the Common Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. The Purchaser understands that neither the Preferred Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands Act and that the Preferred Shares are being offered and sold to the Purchaser pursuant to an exemption from the registration contained in requirements of the Securities Act based in part upon the Purchaser's ’s representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"). Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Each Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. Each Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Purchaser's ’s representations contained in the Agreement. Each Purchaser hereby represents and warrants warrants, severally and not jointly, as follows:

Investment Representations. The Purchaser understands that neither the Shares, the Warrants, the Warrant Shares nor the Conversion Shares have been registered under the Securities Act. The Purchaser also understands that the Shares and the Warrants are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. The Purchaser hereby represents and warrants as follows:

Investment Representations. The Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. The Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's ’s representations contained in the Agreement. The Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants warrants, severally and not jointly as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares nor the Warrant Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. , Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreementherein. Purchaser hereby represents and warrants as follows:

Investment Representations. Such Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"). Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:are

Investment Representations. The Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act of 1933, as amended (the "Act"). The Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the Agreement. The Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"). Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Such Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. The Purchaser understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. The Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's ’s representations contained in the this Agreement. The Purchaser hereby represents and warrants warrants, solely as to the Purchaser, as follows:

Investment Representations. The Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. The Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. The Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares and the Conversion Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the -------------------------- Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor Purchased Shares, the Conversion Warrant and the Underlying Shares have not been registered under the Securities Act. Purchaser also understands that the Purchased Shares and the Warrant are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Such Purchaser understands that neither none of the Shares, the Warrants, the Warrant Shares nor or the Conversion Shares have has been registered under the Securities Act. Such Purchaser also understands that the Shares and the Warrants are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Such Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"). Such Purchaser also understands and hereby confirms that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”). Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the this Agreement. Purchaser hereby represents and warrants warrant as follows:

Investment Representations. Such Purchaser understands that neither the Shares Warrants nor the Conversion Warrant Shares have been registered under the Securities Act. Such Purchaser also understands that the Warrants and the Warrant Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Purchaser's ’s representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's following representations contained in the Agreement. Purchaser hereby represents and warrants as followswarranties:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:an

Investment Representations. Purchaser understands that neither the Shares Securities nor the Conversion Shares have been registered under the Securities Act, and that the certificates representing the Shares and the Conversion Shares will contain appropriate restrictive legends. Purchaser also understands that the Shares Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Such Purchaser understands that neither none of the Shares nor Shares, the Warrants, or the Conversion Shares have has been registered under the Securities Act. Such Purchaser also understands that the Shares and the Warrants are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares Securities nor the Conversion Shares have been registered under the Securities Act, and that the certificates representing the Shares and the Conversion Shares will contain appropriate restrictive legends. Purchaser also understands that the Shares Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Each Purchaser understands that neither the Shares or the Notes, nor the Conversion Shares or the Note Shares, have been registered under the Securities Act. Each Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon each Purchaser's ’s representations contained in the Agreement. Each Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares nor the Compensation Stock have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold and the Compensation Stock is being issued pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Such Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's ’s representations contained in the this Agreement. Such Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Purchaser's ’s representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. The Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities ActAct or under any state or non-U.S. securities law. The Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. The Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands The Purchasers understand that neither the Shares, the Conversion Shares nor the Conversion Warrant Shares have been registered under the Securities Act. Purchaser also understands , and that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's the representations of the Purchasers contained in the this Agreement. Purchaser hereby represents The Purchasers further represent and warrants warrant as follows:

Investment Representations. Purchaser Buyer understands that neither the Shares nor the Conversion Shares have not been registered under the Securities Act. Purchaser Buyer also understands that the Shares are being offered and sold exchanged pursuant to an exemption from registration contained in the Securities Act based in part upon PurchaserBuyer's representations contained in the this Agreement. Purchaser hereby represents and warrants as followsBUYER HEREBY REPRESENTS AND WARRANTS AS FOLLOWS:

Investment Representations. Such Purchaser understands that neither none of the Shares nor or the Conversion Shares have has been registered under the Securities Act. Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:.

Investment Representations. Such Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser's representations contained in the this Agreement. Such Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares Shares, the Warrants nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares and Warrants are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:: La Rxxx Holdings Corp. Series A Preferred Stock Purchase Agreement

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Purchaser Shares have not been registered under the Securities Act. Purchaser also understands that the Purchase Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:registration

Investment Representations. Purchaser understands that neither the Shares, the Warrants, the Warrant Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares and the Warrants are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:part

Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Purchaser's representations contained in the this Agreement. Purchaser hereby represents and warrants as follows:

Investment Representations. Such Purchaser understands that neither none of the Shares nor the Conversion Shares have has been registered under the Securities Act. Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:: (a)

Investment Representations. Such Purchaser understands that neither none of the Shares nor the Conversion Shares have has been registered under the Securities Act. Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's ’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows: