Common use of Lender’s Representations and Warranties Clause in Contracts

Lender’s Representations and Warranties. The Lender hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: (a) The Lender is acquiring the shares for Lender's own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such shares. (b) The Lender acknowledges its understanding that the issuance of the shares is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunder. (c) The Lender has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Lender is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)). (e) The Lender has made an independent investigation of the Company's business, and is not relying on any representation made by the Company except as set forth in this Agreement. The Lender represents and warrants that its agreement to accept shares of the Company's common stock in lieu of repayment of the Loan is not conditioned upon any other creditor taking similar actions. (f) The Lender represents, warrants and agrees that Lender will not sell or otherwise transfer the shares unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender must bear the economic risk of his purchase for an indefinite period of time because, among other reasons, the shares or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares on his behalf or to assist the Lender in complying with any exemption from registration under the Act. The Lender further understands that sales or transfers of the shares or underlying securities are restricted by the provisions of state securities laws. (g) The Lender has not transferred or assigned an interest in the Loan to any third party. (h) The foregoing representations, warranties and agreements shall survive the delivery of the shares under this Agreement.

Lender’s Representations and Warranties. The Lender hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: (a) The Lender is acquiring the shares Securities for Lender's its own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such sharesSecurities. (b) The Lender acknowledges its understanding that the issuance transfer of the shares Securities is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunder. (c) The Lender has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Lender is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)). (ed) The Lender has made an independent investigation of the Company's business, and is not relying on any representation made by the Company except as set forth in this Agreement. The Lender represents and warrants that its agreement to accept shares issuers of the Company's common stock in lieu of repayment of the Loan is not conditioned upon any other creditor taking similar actionsSecurities. (fe) The Lender represents, warrants and agrees that Lender it will not sell or otherwise transfer the shares Securities unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender it must bear the economic risk of his its purchase for an indefinite period of time because, among other reasons, the shares Securities or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares on his behalf or to assist the Lender in complying with any exemption from registration under the Act. The Lender further understands that sales or transfers of the shares Securities or underlying securities are restricted by the provisions of state securities laws. (g) The Lender has not transferred or assigned an interest in the Loan to any third party. (hf) The foregoing representations, warranties and agreements shall survive the delivery of the shares Securities under this the Agreement.

Lender’s Representations and Warranties. The Lender hereby acknowledges, represents and warrants to, and agrees with, with the Company as follows: (a) The Lender is acquiring the shares Units for Lender's his own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such sharesUnits. (b) The Lender acknowledges its an understanding that the issuance offering and sale of the shares Units is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunder. (c) The Lender has the financial ability to bear the economic risk of his this investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Lender is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)). (e) The Lender has made an independent investigation of the Company's business, and is not relying on any representation made by been provided an opportunity to obtain additional information concerning the Company except as set forth in this Agreement. The Lender represents he deems necessary to make an investment decision and warrants that its agreement all other information to accept shares of the Company's common stock in lieu of repayment of extent the Loan is not conditioned upon any other creditor taking similar actionsCompany possesses such information or can acquire it without unreasonable effort or expense. (f) The Lender represents, warrants and agrees that Lender he will not sell or otherwise transfer the shares Units unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender he must bear the economic risk of his purchase for an indefinite period of time because, among other reasons, the shares Units or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares Units on his behalf or to assist the Lender in complying with any exemption from registration under the Act. The Lender further understands that sales the sale or transfers transfer of the shares Units or underlying securities are restricted by the provisions of state securities laws. (g) The Lender has not transferred or assigned an interest in the Loan to any third party. (h) The foregoing representations, warranties and agreements shall survive the delivery of the shares Units under this the Agreement.

Lender’s Representations and Warranties. The Lender hereby acknowledges, represents and warrants to, and agrees with, with the Company as follows: (a) The Lender is acquiring the shares Units for Lender's his own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such sharesUnits. (b) The Lender acknowledges its an understanding that the issuance offering and sale of the shares Units is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunder. (c) The Lender has the financial ability to bear the economic risk of his this investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Lender is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)). (e) The Lender has made an independent investigation of the Company's business, and is not relying on any representation made by been provided an opportunity to obtain additional information concerning the Company except as set forth in this Agreement. The Lender represents he deems necessary to make an investment decision and warrants that its agreement all other information to accept shares of the Company's common stock in lieu of repayment of extent the Loan is not conditioned upon any other creditor taking similar actionsCompany possesses such information or can acquire it without unreasonable effort or expense. (f) The Lender represents, warrants and agrees that Lender he will not sell or otherwise transfer the shares Units unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender he must bear the economic risk of his purchase for an indefinite period of time because, among other reasons, the shares Units or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares Units on his behalf or to assist the Lender in complying with any exemption from registration under the Act. The Lender further understands that sales or transfers of the shares Units or underlying securities are restricted by the provisions of state securities laws. (g) The Lender has not transferred or assigned an interest in the Loan to any third party. (h) The foregoing representations, warranties and agreements shall survive the delivery of the shares Units under this the Agreement.

Lender’s Representations and Warranties. The Lender Each of Horowitz and the Firm hereby acknowledges, represents and warrants to▇▇, and ▇▇▇ agrees with, the Company as follows: (a) The Lender is acquiring the shares for Lender's his own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such shares. (b) The Lender acknowledges its understanding that the issuance offering and sale of the shares is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunder. (c) The Lender has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Lender is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)). (e) The Lender has made an independent investigation of the Company's business, and is not relying on any representation made by been provided an opportunity to obtain additional information concerning the Company except as set forth in this Agreement. The Lender represents he deems necessary to make an investment decision and warrants that its agreement all other information to accept shares of the Company's common stock in lieu of repayment of extent the Loan is not conditioned upon any other creditor taking similar actionsCompany possesses such information or can acquire it without unreasonable effort or expense. (f) The Lender represents, warrants and agrees that Lender he will not sell or otherwise transfer the shares unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender he must bear the economic risk of his purchase for an indefinite period of time because, among other reasons, the shares or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares on his behalf or to assist the Lender in complying with any exemption from registration under the Act. The Lender further understands that sales or transfers of the shares or underlying securities are restricted by the provisions of state securities laws. (g) The Lender has not transferred or assigned an interest in the Loan to any third party. (h) The foregoing representations, warranties and agreements shall survive the delivery of the shares under this the Agreement.

Lender’s Representations and Warranties. The Lender hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: (a) The Lender is acquiring the shares Shares for Lender's its own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no person other person than those set forth on Schedule A has a direct or indirect beneficial interest in such sharesShares. (b) The Lender acknowledges its understanding that the issuance offering and sale of the shares Shares is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunder. (c) The Lender has the financial ability to bear the economic risk of his its investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Lender is an a corporation which comes within a category of "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)). (e) The Lender has made an independent investigation of the Company's business, and is not relying on any representation made by been provided an opportunity to obtain additional information concerning the Company except as set forth in this Agreement. The Lender represents it deems necessary to make an investment decision and warrants that its agreement all other information to accept shares of the Company's common stock in lieu of repayment of extent the Loan is not conditioned upon any other creditor taking similar actionsCompany possesses such information or can acquire it without unreasonable effort or expense. (f) The Lender represents, warrants and agrees that Lender it will not sell or otherwise transfer the shares Shares unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender it must bear the economic risk of his its purchase for an indefinite period of time because, among other reasons, the shares Shares or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares Shares on his its behalf or to assist the Lender in complying with any exemption from registration under the Act. The Lender further understands that sales or transfers of the shares Shares or underlying securities are restricted by the provisions of state securities laws. (g) The execution and performance of this Agreement has been duly authorized by all requisite corporate action by Lender and the person signing this Agreement on behalf of Lender has not transferred or assigned an interest in the Loan been duly authorized by such entity to any third partydo so. (h) The foregoing representations, warranties and agreements shall survive the delivery of the shares Shares under this the Agreement.

Lender’s Representations and Warranties. The Lender hereby acknowledges, represents and warrants to, to BVC in respect to Lender’s acquisition of the Notes and agrees with, the Company FCC Common Stock as follows: (a) The Lender is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended. (b) The Lender is acquiring the shares Notes and the FCC Common Stock for Lender's its own account as principal, for investment purposes onlypurposes, and not with a present view to, to the further sale or for, resale, distribution of the Notes or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such sharesthe shares of FCC Common Stock issuable pursuant to the terms of this Agreement. (bc) The Lender acknowledges its understanding that the issuance of Notes and the shares is intended of Common Stock issuable pursuant to be exempt from registration the terms of this Agreement, will not have been registered under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunderamended, or registered or qualified under any state securities laws. (cd) The Lender has been advised that (i) the financial ability offer and sale of the Note and the shares of FCC Common Stock (the “Securities”) have not been registered under the Securities Act; (ii) the Securities must be held indefinitely, and Lender must continue to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Lender Securities, until and unless the offer and sale of such Securities is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)). (e) The Lender has made an independent investigation of the Company's business, and is not relying on any representation made by the Company except as set forth in this Agreement. The Lender represents and warrants that its agreement to accept shares of the Company's common stock in lieu of repayment of the Loan is not conditioned upon any other creditor taking similar actions. (f) The Lender represents, warrants and agrees that Lender will not sell or otherwise transfer the shares unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender must bear the economic risk of his purchase for an indefinite period of time because, among other reasons, the shares or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the all applicable state securities laws of such states or an exemption from such registration is available. ; (iii) there is no established market for the Securities, and it is not anticipated that there will be any such market for the Securities in the foreseeable future; (iv) the safe harbor provisions of Rule 144 promulgated under the Securities Act (“Rule 144”), including the holding period, have not been satisfied as of the date of this Agreement and is not currently available with respect to the sale of any Securities, and may never become available; (v) if and when the Securities being purchased by the Lender hereunder may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule; (vi) restrictive legends will be placed on the certificates representing the Securities indicating that the Note and the FCC Common Stock has not been registered under the Securities Act and that resales must be made in compliance with the Securities Act or an exemption therefrom; (vii) a notation will be made in the appropriate records of BVC and FCC indicating that the Securities are subject to restrictions on transfer and, if BVC or FCC should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Securities; and the Securities may become subject to a lock-up agreement as may be required by the underwriters for the IPO (and Lender agrees to be bound by any such lock-up agreement, provided that it is substantially similar to any lock-up agreement entered into by the Founders). (i) The Lender’s financial situation is such that the Lender also can afford to bear the economic risk of holding the Securities for an indefinite period of time and that the Lender has adequate means for providing for the Lender’s current needs and personal contingencies, and can afford to suffer the complete loss of his or its investment in the Securities; (ii) the Lender’s knowledge and experience in financial and business matters are such that the Lender is capable of evaluating the merits and risks of the Lender’s investment in the Securities, or the Lender has been advised by a representative possessing such knowledge and experience; (iii) the Lender understands that BVC is a conduit vehicle for business development activities and that FCC has engaged in no operations to date, and, with the exception of certain non-binding letters of intent with various founding companies, FCC has not entered into any agreements or understandings with respect to the acquisition of any operating business; (iv) the Lender understands that the Company is under no obligation to register Securities constitute a speculative investment which involves a high degree of risk of loss of Lender’s investment therein; (v) the shares on his behalf or to assist Lender and the Lender’s representatives, including the Lender’s professional, financial, tax and other advisors, if any, have carefully considered the proposed investment by the Lender in complying the Securities, and the Lender understands and has taken cognizance of (or has been advised by the Lender’s representatives as to) the risks related to the acquisition of the Securities, and no representations or warranties have been made by BVC, FCC or any officer, director or other representative thereof to Lender or his or its representatives concerning the Securities, BVC, FCC or FCC’s business, operations, financial condition or prospects or other matters except as set forth herein; (vi) in making the decision to purchase the Securities, the Lender has relied upon independent investigations made by the Lender and, to the extent believed by the Lender to be appropriate, the Lender’s representatives, including the Lender’s professional, financial, tax and other advisors, if any; (vii) the Lender and the Lender’s representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, BVC, FCC and their representatives concerning the terms and conditions of the acquisition of the Securities and to obtain any additional information which the Lender or the Lender’s representatives deem necessary; (viii) the Lender and his or its representatives, if any, are familiar with any exemption from the business, operations, finances and prospects of FCC; (ix) the Lender is aware of and familiar with the various restrictions imposed on the transfer by the Lender of the Securities, including, without limitation, the restrictions imposed by the Securities Act, and understands that there are substantial restrictions on the transferability of the Securities, and that, for an indefinite period following the funding of the Loans, there will be no public market for the Securities and that, accordingly, it may not be possible to liquidate the Lender’s investment in FCC in case of emergency, if at all; (x) the Lender is aware that the Lender will have no right to require registration of the Securities under the Act. The Securities Act and must bear the economic risk of his or its investment therein; (xi) the Lender further acknowledges that BVC is entering into this Agreement in reliance upon the Lender’s representations and warranties in this Agreement, including, without limitation, those set forth in this Section 6; and (xii) the Lender understands that sales or transfers repayment of the shares or underlying securities are restricted by Note will depend entirely upon the provisions ability of state securities lawsFCC to secure adequate financing through an initial public offering of its common stock and that there is no assurance that FCC will be able to secure such financing. (g) The Lender has not transferred or assigned an interest in the Loan to any third party. (h) The foregoing representations, warranties and agreements shall survive the delivery of the shares under this Agreement.

Lender’s Representations and Warranties. 5.1 The Lender hereby acknowledges, represents and warrants to, and agrees with, to the Company as followsBorrower that: (a) The Lender the Lender, if a corporation, is acquiring a valid and subsisting corporation under the shares for Lender's own account as principallaws of its incorporating jurisdiction, for investment purposes onlyhas the necessary corporate capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, and not this Agreement constitutes a legal, valid and binding contract of the Lender enforceable against the Lender in accordance with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such shares.its terms; (b) The the Lender acknowledges its understanding that the issuance is a resident of the shares is intended to be exempt from registration under the Act by virtue State of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunder.California; (c) The the Lender has is entering into this Agreement and acquiring the financial ability to bear Note as principal for the economic risk Lender's own account, and not for the benefit of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company.any other person; (d) The the Lender is purchasing the Note in an "accredited investor" as that term aggregate acquisition cost of not less than $97,000 and the Lender was not created solely, and is defined in Rule 501(a) not being used primarily, to permit a group of Regulation D under individuals to purchase the Act (17 C.F.R. 230.501(a)).Note without a prospectus; or (e) The the Lender has made is aware that this Agreement and the Note are being distributed under an independent investigation exemption from the registration and prospectus requirements of the Company's business, Act and states that this Agreement is not relying on being entered into as a result of any representation made by information about the Company except as set forth in this Agreement. The Lender represents and warrants that its agreement to accept shares affairs of the Company's common stock in lieu of repayment of the Loan Borrower that is not conditioned upon any other creditor taking similar actions.generally known to the public save knowledge of this particular transaction; (f) The this Agreement and the Loan are not being used to settle prior outstanding debts of the Borrower to the Lender representsor, warrants and agrees that Lender will not sell or otherwise transfer the shares unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender must bear the economic risk of his purchase for an indefinite period of time because, among other reasons, the shares or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless if they are subsequently registered under being used to settle prior outstanding debt owing by the Act and under Borrower to the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares on his behalf or to assist Lender, then the Lender is not permitted to receive Warrants comprised in complying with any exemption from registration under the Act. The Lender further understands Units on that sales or transfers part of its Loan that corresponds to the amount of the shares or underlying securities are restricted by the provisions of state securities laws.prior outstanding debt; (g) The the Lender has is not transferred or assigned an interest presently a "control person" of the Borrower as defined in the Loan Act but may become a "control person" of the Borrower by virtue of the purchase of the Note pursuant to any third party.this Agreement and the conversion of the Note into the Units or the conversion of other convertible securities to acquire Common shares of the Borrower owned by the Lender; and (h) The foregoing representations, the Lender has executed and delivered to the Company herewith the additional representations and warranties and agreements shall survive the delivery of the shares under this Agreementset out on Schedule "C" attached hereto.

Lender’s Representations and Warranties. The Lender hereby acknowledges7.1. As of the Closing Date, represents the Buyer is purchasing the Notes and warrants tothe Warrant, and agrees withthe shares of Common Stock issuable upon conversion of or otherwise pursuant to the Notes and such additional shares of Common Stock, if any, as are issuable on account of interest on the Notes pursuant to this Agreement and/or upon exercise of the Warrant, such shares of Common Stock being collectively referred to herein as the "Conversion Shares" and, collectively with the Notes and the Warrant, the Company as follows: (a"Securities") The Lender is acquiring the shares for Lender's its own account as principal, for investment purposes only, and not with a present view to, towards the public sale or for, resale, distribution or fractionalization thereof, in whole except pursuant to sales registered or in part, and no other person has a direct or indirect beneficial interest in such shares. (b) The Lender acknowledges its understanding that the issuance of the shares is intended to be exempt exempted from registration under the Act 1933 Act; provided, however, that by virtue of Section 4(2) making the representations herein, the Buyer does not agree to hold any of the Securities Act for any minimum or other specific term and reserves the right to dispose of 1933, as amended (the "Act") and Securities at any time in accordance with or pursuant to a registration statement or an exemption under the provisions of Regulation D thereunder▇▇▇▇ ▇▇▇. (c) 7.2. The Lender has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Lender Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)an "Accredited Investor"). (e) 7.3. The Lender Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. 7.4. The Buyer and its advisors, if any, have been, and for so long as any Note remains outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as any Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its business and affairs. Notwithstanding the foregoing, the Company has made an independent not disclosed to the Buyer any material nonpublic information regarding the Company or otherwise and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer's right to rely on the Company's business, representations and warranties contained in this Agreement. 7.5. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. 7.6. The Buyer understands that (i) the sale or resale of the Securities has not been and is not relying on being registered under the 1933 Act or any representation made applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company except Company, (c) the Securities are sold or transferred to an "affiliate" (as set forth defined in this Agreement. The Lender represents and warrants that its agreement to accept shares Rule 144 promulgated under the 1933 Act (or a successor rule) ("Rule 144")) of the Company's common stock in lieu of repayment of the Loan is not conditioned upon any other creditor taking similar actions. (f) The Lender represents, warrants and Buyer who agrees that Lender will not to sell or otherwise transfer the shares unless registered Securities only in accordance with this Section 7.6 and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation S"), and the Buyer shall have delivered to the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in reliance upon an exemption therefromeach case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and fully such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise. 7.7. The Buyer understands and agrees that Lender must bear until such time as the economic risk Notes, Warrant, and, upon conversion of his purchase for an indefinite period a Note and/or exercise of time because, among other reasonsthe Warrant in accordance with its respective terms, the shares or underlying securities Conversion Shares, have not been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act or Regulation S without any restriction as to the number of securities laws as of certain states anda particular date that can then be immediately sold, thereforethe Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities): The legend set forth above shall be removed and the Company shall issue or cause to be issued a certificate for the applicable shares of Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder's broker with The Depository Trust Company ("DTC"), cannot be resoldif, pledgedunless otherwise required by applicable state securities laws, assigned (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise disposed may be sold pursuant to Rule 144, Rule 144A or Regulation S without any restriction as to the number of unless they are subsequently registered securities as of a particular date that can then be immediately sold, or (b) the Company or the Buyer provides the opinion of legal counsel to the effect that a public sale or transfer of such Security may be made without registration under the Act 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and under all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable securities laws prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of such states or counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such registration is availableas Rule 144, Rule 144A or Regulation S, at the Deadline (as defined in the Notes), it will be considered an Event of Default pursuant to Section 3.2 of the Notes. 7.8. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity. 7.9. The Lender also understands that the Company Buyer is under no obligation to register the shares on his behalf or to assist the Lender in complying with any exemption from registration under the Act. The Lender further understands that sales or transfers a resident of the shares or underlying securities are restricted by jurisdiction set forth immediately below the provisions of state securities lawsBuyer's name on the signature pages hereto. (g) The Lender has not transferred or assigned an interest in the Loan to any third party. (h) The foregoing representations, warranties and agreements shall survive the delivery of the shares under this Agreement.

Lender’s Representations and Warranties. The In connection with the Lender hereby acknowledgesUnits to be acquired by the Lender pursuant to this Section 3, represents the Lender makes the following representations and warrants towarranties, each of which is relied upon by the Borrower, as of the date hereof, and agrees with, is deemed to make such representations and warranties on the Company as followsdate of each Advance: (a) The Lender is acquiring Units are being or will be acquired by the shares Lender hereunder for Lender's its own account account, not as principal, for investment purposes onlya nominee or agent, and not with a the view to, or forfor resale in connection with, resale, any distribution thereof in any transaction which would be in violation of state or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such sharesfederal securities laws. (b) The Lender acknowledges its understanding that the issuance of the shares is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunder. (c) The Lender has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Lender is an "“accredited investor" ” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (c) The Lender understands that (i) the Lender Units constitute “restricted securities” under the Securities Act, (ii) the offer and acquisition of the Lender Units hereunder is not registered under the Securities Act or under any “blue sky” laws in reliance upon certain exemptions from such registration and that the Borrower is relying on the representations made herein by the Lender in its determination of whether such specific exemptions are available, and (17 C.F.R. 230.501(a))iii) the Lender Units may not be transferred except pursuant to an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act and under applicable “blue sky” laws or in a transaction exempt from such registration. (d) The Lender (i) has been given an opportunity to have access to all material books and records of the Loan Parties and (ii) has had an opportunity to ask questions of, and receive answers from, representatives of the Loan Parties and such representatives have made available to the Lender such information regarding the Loan Parties in order for the Lender to make a fully informed decision to acquire the Lender Units. The Lender has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of and to protect its own interest in connection with the acquisition of the Lender Units. (e) The Lender has made an independent investigation is a person that is actively and regularly engaged in the business of lending money for purposes of Section 465(b)(6) of the Company's businessIRS Code, and is not relying on any representation made by accordingly eligible to make loans that qualify for the Company except as set forth in this Agreement. The Lender represents and warrants that its agreement to accept shares “de minimis” rule of the Company's common stock in lieu of repayment of the Loan is not conditioned upon any other creditor taking similar actions. (f) The Lender represents, warrants and agrees that Lender will not sell or otherwise transfer the shares unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender must bear the economic risk of his purchase for an indefinite period of time because, among other reasons, the shares or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares on his behalf or to assist the Lender in complying with any exemption from registration under the Act. The Lender further understands that sales or transfers of the shares or underlying securities are restricted by the provisions of state securities laws. (g) The Lender has not transferred or assigned an interest in the Loan to any third party. (h) The foregoing representations, warranties and agreements shall survive the delivery of the shares under this Agreement.Treasury Regulation Section 1.752-2

Lender’s Representations and Warranties. 5.1 The Lender hereby acknowledges, represents and warrants to, and agrees with, to the Company as followsBorrower that: (a) The Lender the Lender, if a corporation, is acquiring a valid and subsisting corporation under the shares for Lender's own account as principallaws of its incorporating jurisdiction, for investment purposes onlyhas the necessary corporate capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, and not this Agreement constitutes a legal, valid and binding contract of the Lender enforceable against the Lender in accordance with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such shares.its terms; (b) The the Lender acknowledges its understanding that the issuance is a resident of the shares State of California and is intended to be exempt from registration under the Act by virtue not a resident of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunder.British Columbia; (c) The the Lender has is entering into this Agreement and acquiring the financial ability to bear Note as principal for the economic risk Lender's own account, and not for the benefit of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company.any other person; (d) The the Lender is purchasing the Note in an "accredited investor" as that term aggregate acquisition cost of not less than $97,000 and the Lender was not created solely, and is defined in Rule 501(a) not being used primarily, to permit a group of Regulation D under individuals to purchase the Act (17 C.F.R. 230.501(a)).Note without a prospectus; (e) The the Lender has made is aware that this Agreement and the Note are being distributed under an independent investigation exemption from the registration and prospectus requirements of the Company's business, Act and states that this Agreement is not relying on being entered into as a result of any representation made by information about the Company except as set forth in this Agreement. The Lender represents and warrants that its agreement to accept shares affairs of the Company's common stock in lieu of repayment of the Loan Borrower that is not conditioned upon any other creditor taking similar actions.generally known to the public save knowledge of this particular transaction; (f) The this Agreement and the Loan are not being used to settle prior outstanding debts of the Borrower to the Lender representsor, warrants and agrees that Lender will not sell or otherwise transfer the shares unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender must bear the economic risk of his purchase for an indefinite period of time because, among other reasons, the shares or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless if they are subsequently registered under being used to settle prior outstanding debt owing by the Act and under Borrower to the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares on his behalf or to assist Lender, then the Lender is not permitted to receive Warrants comprised in complying with any exemption from registration under the Act. The Lender further understands Units on that sales or transfers part of its Loan that corresponds to the amount of the shares or underlying securities are restricted by the provisions of state securities laws.prior outstanding debt; (g) The the Lender has is not transferred or assigned an interest presently a "control person" of the Borrower as defined in the Loan Act but may become a "control person" of the Borrower by virtue of the purchase of the Note pursuant to any third party.this Agreement and the conversion of the Note into the Units or the conversion of other previously issued convertible securities to acquire Common shares of the Borrower owned by the Lender; and (h) The foregoing representations, the Lender has executed and delivered to the Company herewith the additional representations and warranties and agreements shall survive the delivery of the shares under this Agreementset out on Schedule "C" attached hereto.

Lender’s Representations and Warranties. The Lender hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: (a) The Lender is acquiring the shares Shares and Warrants for Lender's its own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such sharesShares and Warrants. (b) The Lender acknowledges its understanding that the issuance of the shares Shares and Warrants is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunder. (c) The Lender has the financial ability to bear the economic risk of his its investment, has adequate means for providing for his its current needs and personal contingencies and has no need for liquidity with respect to his its investment in the Company. (d) The Lender is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)). (e) The Lender has made an independent investigation of the Company's business, and is not relying on any representation made by been provided an opportunity to obtain additional information concerning the Company except as set forth in this Agreement. The Lender represents he deems necessary to make an investment decision and warrants that its agreement all other information to accept shares of the Company's common stock in lieu of repayment of extent the Loan is not conditioned upon any other creditor taking similar actionsCompany possesses such information or can acquire it without unreasonable effort or expense. (f) The Lender represents, warrants and agrees that Lender it will not sell or otherwise transfer the shares Shares or Warrants unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender it must bear the economic risk of his its purchase for an indefinite period of time because, among other reasons, the shares Shares and Warrants or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares Shares or Warrants on his its behalf or to assist the Lender in complying with any exemption from registration under the Act. The Lender further understands that sales or transfers of the shares Shares or Warrants or underlying securities are restricted by the provisions of state securities laws. (g) The Lender has not transferred or assigned an interest in the Loan to any third party. (h) The foregoing representations, warranties and agreements shall survive the delivery of the shares Shares and Warrants under this the Agreement.

Lender’s Representations and Warranties. The Lender hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: (a) The Lender has the authority and power, corporate and otherwise, is acquiring the shares for Lender's his own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such shares. (b) The Lender acknowledges its understanding that the issuance exchange of the shares Shares for an extension of Notes is intended to be exempt from registration under the Act by virtue of Section Sections 3(a)(10) and 4(2) of the Securities Act of 1933, as amended (the "“Act"”) and the provisions of Regulation D thereunder. (c) The Lender has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Lender is an "“accredited investor" ” as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)). (e) The Lender has made an independent investigation of the Company's ’s business, and is not relying on any representation made by the Company except as set forth in this Agreement. The Lender represents and warrants that its agreement to accept shares of the Company's common stock in lieu of repayment of the Loan is not conditioned upon any other creditor taking similar actions. (f) The Lender represents, warrants and agrees that Lender it will not sell or otherwise transfer the shares Shares unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender he must bear the economic risk of his purchase accepting Shares in pursuant to this Agreement for an indefinite period of time because, among other reasons, the shares or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares on his behalf or to assist the Lender in complying with any exemption from registration under the Act. The Lender further understands that sales or transfers of the Securities or shares or of Common Stock underlying securities the Warrants are restricted by the provisions of state securities laws. (g) The Lender has not transferred or assigned an interest in the Loan to any third party. (h) The foregoing representations, warranties and agreements shall survive the delivery of the shares under this the Agreement.

Lender’s Representations and Warranties. The Lender hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: (a) The Lender is acquiring will acquire the shares of the Company’s Common Stock upon conversion set forth in Section 2 for Lender's its own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such shares. (b) The Lender acknowledges its understanding that the issuance offering and sale of the shares of Common Stock upon conversion is intended to be exempt from registration under the Act by virtue of Section 4(22(2) of the Securities Act of 1933, as amended (the "“Act"”) and the provisions of Regulation D thereunder. (c) The Lender has the financial ability to bear the economic risk of his its investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. (d) The Lender is an "individual or organization which comes within a category of “accredited investor" ” as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)). (e) The Lender has made an independent investigation of the Company's ’s business, and is not relying on any representation made by been provided an opportunity to obtain additional information concerning the Company except as set forth in this Agreement. The Lender represents it deems necessary to make an investment decision and warrants that its agreement all other information to accept shares of the Company's common stock in lieu of repayment of extent the Loan is not conditioned upon any other creditor taking similar actionsCompany possesses such information or can acquire it without unreasonable effort or expense. (f) The Lender represents, warrants and agrees that Lender it will not sell or otherwise transfer the shares Shares unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender it must bear the economic risk of his its purchase for an indefinite period of time because, among other reasons, the shares Shares or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares Shares on his its behalf or to assist the Lender in complying with any exemption from registration under the Act. The Lender further understands that sales or transfers of the shares Shares or underlying securities are restricted by the provisions of state securities laws. (g) The execution and performance of this Agreement has been duly authorized by all requisite corporate action by Lender and the person signing this Agreement on behalf of Lender has not transferred or assigned an interest in the Loan been duly authorized by such entity to any third partydo so. (h) The foregoing representations, warranties and agreements shall survive the delivery of the shares Shares under this the Agreement.

Lender’s Representations and Warranties. 5.1 The Lender hereby acknowledges, represents and warrants to, and agrees with, to the Company as followsBorrower that: (a) The Lender the Lender, if a corporation, is acquiring a valid and subsisting corporation under the shares for Lender's own account as principallaws of its incorporating jurisdiction, for investment purposes onlyhas the necessary corporate capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, and not this Agreement constitutes a legal, valid and binding contract of the Lender enforceable against the Lender in accordance with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such shares.its terms; (b) The the Lender acknowledges its understanding that the issuance is a resident of the shares is intended to be exempt from registration under the Act by virtue State of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunder.California; (c) The the Lender has is entering into this Agreement and acquiring the financial ability to bear Note as principal for the economic risk Lender's own account, and not for the benefit of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company.any other person; (d) The the Lender is purchasing the Note in an "accredited investor" as that term aggregate acquisition cost of not less than $97,000 and the Lender was not created solely, and is defined in Rule 501(a) not being used primarily, to permit a group of Regulation D under individuals to purchase the Act (17 C.F.R. 230.501(a)).Note without a prospectus; or (e) The the Lender has made is aware that this Agreement and the Note are being distributed under an independent investigation exemption from the registration and prospectus requirements of the Company's business, Act and states that this Agreement is not relying on being entered into as a result of any representation made by information about the Company except as set forth in this Agreement. The Lender represents and warrants that its agreement to accept shares affairs of the Company's common stock in lieu of repayment of the Loan Borrower that is not conditioned upon any other creditor taking similar actions.generally known to the public save knowledge of this particular transaction; (f) The this Agreement and the Loan are not being used to settle prior outstanding debts of the Borrower to the Lender representsor, warrants and agrees that Lender will not sell or otherwise transfer the shares unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that Lender must bear the economic risk of his purchase for an indefinite period of time because, among other reasons, the shares or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless if they are subsequently registered under being used to settle prior outstanding debt owing by the Act and under Borrower to the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares on his behalf or to assist Lender, then the Lender is not permitted to receive Warrants comprised in complying with any exemption from registration under the Act. The Lender further understands Units on that sales or transfers part of its Loan that corresponds to the amount of the shares or underlying securities are restricted by the provisions of state securities laws.prior outstanding debt; (g) The the Lender has is not transferred or assigned an interest presently a "control person" of the Borrower as defined in the Loan Act but may become a "control person" of the Borrower by virtue of the purchase of the Note pursuant to any third party. this Agreement and the conversion of the Note into units; and (h) The foregoing representations, the Lender has executed and delivered to the Company herewith the additional representations and warranties and agreements shall survive the delivery of the shares under this Agreementset out on Schedule "C" attached hereto.