Common use of Investor Warranties Clause in Contracts

Investor Warranties. 5.1 Each Investor severally and not jointly and severally, represents and warrants that: 5.1.1 The Company has afforded each Investor and each Investor’s attorneys, accountants, investment advisors and other representatives (the “Investor Representatives”) full, complete and unrestricted access to all financial reports and information of the Company requested by the Investors or the Investor Representatives. The Investors are familiar with the business and operations of the Company and have had the opportunity to obtain the advice of the Investor Representatives with respect to all aspects of this Agreement. The Investors are entering into this Agreement and purchasing the New Shares from the Company of their own free will and the Aggregate Subscription Amount and terms of payment are fair, equitable and desired by the Investors. 5.1.2 If an Investor is in the United States or is a resident of the United States, such Investor is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act. Each Investor understands and acknowledges that: (i) the New Shares are being offered and sold to it without registration under the Securities Act in a private placement that is exempt from registration provisions of the Securities Act, and (ii) the availability of such exemption depends in part on, and the Company will rely upon the accuracy and truthfulness of, the representations, warranties and covenants of such Investor set forth in this clause 5, and such Investor hereby consents to such reliance. 5.1.3 If an Investor is not in the United States, then such Investor represents that (i) it is not a “U.S. Person” (as defined in Regulation S under the Securities Act); (ii) the Investor has not been subject to any “directed selling efforts” (within the meaning of Regulation S under the Securities Act) by or on behalf of the Company, its affiliates or any person controlled by its or their affiliates; and (iii) at the time the buy order for the New Shares was placed, the Investor was outside of the United States. 5.1.4 Each Investor understands that the New Shares have not been registered under the Securities Act, the securities laws of any state of the USA or the securities laws of any other jurisdiction, nor is such registration contemplated, and such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit offers to buy, purchase, or otherwise acquire or take a pledge of) any of the New Shares, except in compliance with the Securities Act and other applicable securities laws and the respective rules and regulations promulgated thereunder. 5.1.5 If an Investor is a resident of an International Jurisdiction, then such Investor on its own behalf and, if applicable, on behalf of others for whom it is hereby acting, confirms that: (i) such Investor is knowledgeable of, or has been independently advised as to, the International Securities Laws which would apply to this Subscription, if any; (ii) such Investor is purchasing the New Shares pursuant to an applicable exemption from any prospectus, registration or similar requirements under the International Securities Laws of that International Jurisdiction, or, if such is not applicable, such Investor is permitted to purchase the New Shares under the International Securities Laws of the International Jurisdiction without the need to rely on exemptions; (iii) the Subscription by such Investor does not contravene any of the International Securities Laws applicable to the Investor and the Company and does not give rise to any obligation of the Company to prepare and file a prospectus or similar document or to register the New Shares or to be registered with any governmental or regulatory authority; and (iv) the International Securities Laws do not require the Company to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction. 5.1.6 Each Investor acknowledges that (i) transfers of the New Shares are restricted by the provisions of the Certificate of Incorporation and (ii) that legends stating that the New Shares have not been registered under the Securities Act or other applicable securities laws and setting out or referring to the restrictions on the transferability and resale of the New Shares will be placed on all documents evidencing the New Shares, and accordingly, it may not be possible for an Investor to readily, if at all, liquidate its investment in the Company in the case of an emergency or otherwise. 5.1.7 Each Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the New Shares, is able to bear the risks of an investment in the Company and understands the risks of, and other considerations relating to, a purchase of New Shares. 5.1.8 Each Investor undertakes to the Company that it will immediately notify the Company upon its becoming aware at any time up to Completion: (i) that in relation to that Investor, any of the Investor Warranties was materially untrue, inaccurate or misleading at the date of this Agreement; or (ii) that in relation to that Investor, any of the Investor Warranties would be materially untrue, inaccurate or misleading if it were to be repeated at any time before Completion. 5.1.9 Each Investor is acquiring the New Shares to be acquired hereunder for such Investor’s own account for investment purposes only and not with a view to or for the sale in connection with any distribution of all or any part of such New Shares. Each Investor has become aware of the Company and the opportunity to subscribe for New Shares directly from the Company or its affiliates or agents, and not by means of any general solicitation or general advertising (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine, website or similar media or broadcast over television or radio, and any seminars or meetings whose attendees have been invited by any general solicitation or advertising). 5.1.10 If an Investor is not a natural person, (i) such Investor has the power and authority to enter into this Agreement and each other document required to be executed and delivered by such Investor in connection with this Subscription for New Shares, and to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby and (ii) the person signing this Agreement on behalf of such Investor has been duly authorized to execute and deliver this Agreement and each other document required to be executed and delivered by such Investor in connection with this Subscription for New Shares. If an Investor is a natural person, such Investor has all requisite legal capacity to acquire and hold the New Shares and to execute, deliver and comply with the terms of each of the documents required to be executed and delivered by such Investor in connection with this Subscription for New Shares. The execution and delivery by such Investor of, and compliance by such Investor with, this Agreement and each other document required to be executed and delivered by such Investor in connection with this Subscription for New Shares do not violate, represent a breach of, or constitute a default under, any instruments governing such Investor, any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to such Investor or such Investor’s business or properties, or any agreement to which such Investor is a party or by which such Investor is bound. This Agreement has been duly executed by each Investor and when executed by the Company will constitute a valid and legally binding agreement of each Investor, enforceable against it in accordance with its terms.

Investor Warranties. 5.1 Each (a) The Investor severally has full legal capacity, power and not jointly authority to execute and severally, represents deliver this Safe and warrants that: 5.1.1 The Company has afforded each Investor to perform its obligations hereunder. This Safe constitutes a valid and each Investor’s attorneys, accountants, investment advisors and other representatives (the “Investor Representatives”) full, complete and unrestricted access to all financial reports and information binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor confirms to the Company requested by the Investors or the Investor Representatives. The Investors are familiar with the business and operations that it falls within one of the Company exemptions contained in the Financial Services and have had Markets Act 2000 (Financial Promotion) Order 2005 (as amended) relating to the opportunity to obtain the advice experience or wealth of the Investor Representatives with respect (such as are contained in articles 19(5), 48 or 49(2) of such Order) and acknowledges and agrees that this Safe is only directed at and may be acted upon only by such persons, or, to all aspects of this Agreement. The Investors are entering into this Agreement and purchasing the New Shares from extent the Company of their own free will and the Aggregate Subscription Amount and terms of payment are fair, equitable and desired by the Investors. 5.1.2 If an Investor is in the United States or is a resident based outside of the United StatesKingdom, confirms that it is not subject to such restrictions. (c) If the Investor is a "U.S. Person" (within the meaning of Rule 902 of Regulation S promulgated under the Securities Act), the Investor is an “accredited investor” investor as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act. Each Investor understands and acknowledges that: (i) the New Shares are being offered and sold to it without registration under the Securities Act in a private placement that is exempt from registration provisions of the Securities Act, and (ii) the availability of such exemption depends in part on, acknowledges and the Company will rely upon the accuracy and truthfulness of, the representations, warranties and covenants of such Investor set forth in this clause 5, and such Investor hereby consents to such reliance. 5.1.3 If agrees that if not an Investor is not in the United States, then such Investor represents that (i) it is not a “U.S. Person” (as defined in Regulation S under the Securities Act); (ii) the Investor has not been subject to any “directed selling efforts” (within the meaning of Regulation S under the Securities Act) by or on behalf of the Company, its affiliates or any person controlled by its or their affiliates; and (iii) accredited investor at the time the buy order for the New Shares was placedof an Equity Financing, the Company may void this Safe and return the Investment Amount. The Investor was outside of has been advised that this Safe and the United States. 5.1.4 Each Investor understands that the New Shares underlying securities have not been registered under the Securities Act, the or any state securities laws of any state of the USA or the securities laws of any other jurisdiction, nor is such registration contemplated, and such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit offers to buy, purchase, or otherwise acquire or take a pledge of) any of the New Shares, except in compliance with the Securities Act and other applicable securities laws and the respective rules and regulations promulgated thereunder. 5.1.5 If an Investor is a resident of an International Jurisdiction, then such Investor on its own behalf and, if applicabletherefore, on behalf of others for whom it is hereby acting, confirms that: (i) such Investor is knowledgeable of, or has been independently advised as to, the International Securities Laws which would apply to this Subscription, if any; (ii) such Investor is purchasing the New Shares pursuant to an applicable exemption from any prospectus, registration or similar requirements under the International Securities Laws of that International Jurisdiction, or, if such is cannot applicable, such Investor is permitted to purchase the New Shares under the International Securities Laws of the International Jurisdiction without the need to rely on exemptions; (iii) the Subscription by such Investor does not contravene any of the International Securities Laws applicable to the Investor and the Company and does not give rise to any obligation of the Company to prepare and file a prospectus or similar document or to register the New Shares or to be registered with any governmental or regulatory authority; and (iv) the International Securities Laws do not require the Company to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction. 5.1.6 Each Investor acknowledges that (i) transfers of the New Shares resold unless they are restricted by the provisions of the Certificate of Incorporation and (ii) that legends stating that the New Shares have not been registered under the Securities Act or other and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe and setting out the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or referring to the restrictions on the transferability and resale of the New Shares will be placed on all documents evidencing the New Sharesagent, and accordinglynot with a view to, it may not be possible or for an resale in connection with, the distribution thereof, and the Investor to readilyhas no present intention of selling, if at allgranting any participation in, liquidate its investment in or otherwise distributing the Company in the case of an emergency or otherwise. 5.1.7 Each same. The Investor has such knowledge and experience in financial and business matters as to be that the Investor is capable of evaluating the merits and risks of an such investment, is able to incur a complete loss of such investment in without impairing the New Shares, Investor’s financial condition and is able to bear the risks economic risk of an such investment in the Company and understands the risks of, and other considerations relating to, a purchase of New Shares. 5.1.8 Each Investor undertakes to the Company that it will immediately notify the Company upon its becoming aware at any time up to Completion: (i) that in relation to that Investor, any of the Investor Warranties was materially untrue, inaccurate or misleading at the date of this Agreement; or (ii) that in relation to that Investor, any of the Investor Warranties would be materially untrue, inaccurate or misleading if it were to be repeated at any time before Completion. 5.1.9 Each Investor is acquiring the New Shares to be acquired hereunder for such Investor’s own account for investment purposes only and not with a view to or for the sale in connection with any distribution of all or any part of such New Shares. Each Investor has become aware of period until the Company and the opportunity to subscribe for New Shares directly from the Company or its affiliates or agents, and not by means of any general solicitation or general advertising (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine, website or similar media or broadcast over television or radio, and any seminars or meetings whose attendees have been invited by any general solicitation or advertising)Longstop Date. 5.1.10 If an Investor is not a natural person, (i) such Investor has the power and authority to enter into this Agreement and each other document required to be executed and delivered by such Investor in connection with this Subscription for New Shares, and to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby and (ii) the person signing this Agreement on behalf of such Investor has been duly authorized to execute and deliver this Agreement and each other document required to be executed and delivered by such Investor in connection with this Subscription for New Shares. If an Investor is a natural person, such Investor has all requisite legal capacity to acquire and hold the New Shares and to execute, deliver and comply with the terms of each of the documents required to be executed and delivered by such Investor in connection with this Subscription for New Shares. The execution and delivery by such Investor of, and compliance by such Investor with, this Agreement and each other document required to be executed and delivered by such Investor in connection with this Subscription for New Shares do not violate, represent a breach of, or constitute a default under, any instruments governing such Investor, any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to such Investor or such Investor’s business or properties, or any agreement to which such Investor is a party or by which such Investor is bound. This Agreement has been duly executed by each Investor and when executed by the Company will constitute a valid and legally binding agreement of each Investor, enforceable against it in accordance with its terms.