Common use of Lender Representations Clause in Contracts

Lender Representations. (a) The Lender has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation of the Lender, 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) If the Lender has checked the box next to “Accredited Investor” on the signature page, the Lender represents that he, she or it is an accredited lender as such term is defined in Rule 501 of Regulation D under the Securities Act. If the Lender has checked the box next to “Unaccredited Investor” on the signature page, the Lender represents that he, she or it is complying with the rules and regulations of Regulation Crowdfunding, including the investment limits set forth in Section 4(a)(6) of the Securities Act. The Lender has been advised that this Note has not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Lender is purchasing this Note for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. The Lender has such knowledge and experience in financial and business matters that the Lender is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Lender’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

Lender Representations. (a) a. The Lender has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation of the Lender, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting affecting the enforcement of creditors’ rights generally and general principles of equity. (b) b. If the Lender has checked the box next to “Accredited Investor” on the signature page, the Lender represents that he, she or it is an accredited lender investor as such term is defined in Rule 501 of Regulation D under the Securities Act. If the Lender has checked the box next to “Unaccredited Investor” on the signature page, the Lender represents that he, she or it is complying with the rules and regulations of Regulation Crowdfunding, including the investment limits set forth in Section 4(a)(6) of the Securities Act. The Lender has been advised that this Note has instrument and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Lender is purchasing this Note instrument and the securities to be acquired by the Lender hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. The Lender has such knowledge and experience in financial financial and business matters that the Lender is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Lender’s financial financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

Lender Representations. Each Lender represents and warrants as follows: (a) The such Lender has full legal capacity, power and authority to execute and deliver this instrument Agreement and to perform its obligations hereunder. This instrument ; (b) this Agreement constitutes a valid and binding obligation of the such Lender, 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.; (bc) If the such Lender has checked the box next to “Accredited Investor” on the signature page, the Lender represents that he, she or it is an accredited lender investor as such term is defined in Rule 501 of Regulation D under the Securities Act. If the Lender has checked the box next to “Unaccredited Investor” on the signature page, the Lender represents that he, she or it is complying with the rules and regulations of Regulation Crowdfunding, including the investment limits set forth in Section 4(a)(6; (d) of the Securities Act. The such Lender has been advised that this Note has the Notes and the Equity Securities that may be issued upon conversion of the Notes have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The ; (e) such Lender has such knowledge and experience in financial and business matters that such ▇▇▇▇▇▇ is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing such ▇▇▇▇▇▇’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time; and (f) such Lender is purchasing this Note acquiring the Notes (and the Equity Securities issuable upon any conversion of unpaid principal amount of the Loan) for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. The Notwithstanding the foregoing, such Lender has does not agree to hold any of the Notes (or any Equity Securities issuable upon any conversion thereof) for any minimum or other specific term and reserves the right to dispose of the Notes (or any Equity Securities issued upon any conversion thereof) at any time in accordance with or pursuant to a registration statement under the Securities Act or an exemption from such knowledge and experience in financial and business matters that the Lender is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Lender’s financial condition and is able to bear the economic risk of such investment for an indefinite period of timeregistration requirements.

Lender Representations. (a) The Lender has full legal capacity, power and authority to execute and deliver this instrument Note and to perform its obligations hereunder. This instrument Note constitutes a valid and binding obligation of the Lender, 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) If the Lender has checked the box next to “Accredited Investor” on the signature page, the Lender represents that he, she or it is an accredited lender investor as such term is defined in Rule 501 of Regulation D under the Securities Act. If the Lender ▇▇▇▇▇▇ has checked the box next to “Unaccredited Investor” on the signature page, the Lender represents that he, she or it is complying with the rules and regulations of Regulation Crowdfunding, including the investment limits set forth in Section 4(a)(6) of the Securities Act. The Lender has been advised that this Note has and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Lender is purchasing acquiring this Note for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Lender ▇▇▇▇▇▇ has no present intention of selling, granting any participation in, or otherwise distributing the same. The Lender ▇▇▇▇▇▇ has such knowledge and experience in financial and business matters that the Lender ▇▇▇▇▇▇ is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Lender’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. ▇▇▇▇▇▇ is not subject to any of the “bad actor” disqualifications described in Rule 506(d) (1)(i) through (viii) under the Securities Act. (c) Neither Lender nor, if applicable, any beneficial owner of Lender appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of Treasury (“OFAC”). Lender further

Lender Representations. The Lender represents and warrants to the Company as follows: (a) The Lender has full legal capacity, power capacity and authority to execute and deliver this instrument Note and to perform its obligations hereunder. This instrument Note constitutes a valid and binding obligation of the Lender, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) If the Lender has checked the box next to “Accredited Investor” on the signature page, the Lender represents that he, she or it is an accredited lender as such term is defined in Rule 501 of Regulation D under the Securities Act. If the Lender has checked the box next to “Unaccredited Investor” on the signature page, the Lender represents that he, she or it is complying with the rules and regulations of Regulation Crowdfunding, including the investment limits set forth in Section 4(a)(6) of the Securities Act. The Lender has been advised acknowledges that (i) this Note has and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is availableavailable and (ii) the Company is under no obligation to effect any such registration with respect to this Note or the underlying securities or to file for or comply with any exemption from registration. The Lender has not been formed solely for the purpose of making this investment and is purchasing this Note for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Lender ▇▇▇▇▇▇ has no present intention of selling, granting any participation in, selling or otherwise distributing the same. The Lender has such knowledge and experience in financial and business matters that the Lender is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Lender’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. The Lender is an accredited Lender as such term is defined in Rule 501 of Regulation D under the Securities Act and agrees to submit to the Company such further assurances of such status as may be reasonably requested by the Company. The residency of the Lender (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth beneath such Lender’s name on the signature page of this Note.