Common use of Representations and Warranties by the Holder Clause in Contracts

Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows: This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale. The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration. The Holder further understands that the Shares have not been qualified under any state securities law by reason of their issuance in a transaction exempt from the qualification requirements thereof, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent expressed above. The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith. The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant.

Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows: This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, that the Holder shall, if so requested by is purchasing the Company, confirm in writing, in a form satisfactory LRO's for the holder's own account and has the power to the Company, that the securities issuable upon exercise of enter into this Warrant are being acquired for investment and not with a view toward distribution or resale. The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they must be held by the Holder indefinitely, Agreement and that the Holder must therefore bear has taken all action necessary to authorize its execution and delivery of this Agreement and the economic risk performance of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registrationits obligations hereunder. The Holder further understands represents and warrants that it has received a copy of the Shares have not been qualified under any state securities law by reason of their issuance in a transaction exempt from Offering Circular with respect to the qualification requirements thereofLRO's, which exemption depends upon, among other things, the bona fide nature includes a discussion of the Holder’s risks associated with an investment intent expressed abovein the LRO's under the heading "Risk Factors" of the Offering Circular. The Holder has such knowledge and experience in financial and business matters acknowledges that it is capable of evaluating the merits and risks of the purchase of this Warrant the LRO's involves various risks, including the risks outlined in the Offering Circular, and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith. The Holder represents that it is able to bear any loss associated with an investment in the economic risk LRO's. The Holder represents and warrants to the Company that the Holder meets any applicable residency or minimum financial suitability requirements applicable to the Offering, as outlined in the Offering Circular, and has abided by any maximum investment limits applicable to the Offering, as set forth in the Offering Circular. The Holder acknowledges the Company's recommendation that it consult with its own attorneys, accountants and other processional advisors as to the legal, tax, accounting and other consequences of an investment in the LRO's. The Holder acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the purchase LRO's for purposes of determining the Shares pursuant holder's authority to invest in the LRO's. The Holder further represents and warrants to the terms Company that the Holder acknowledges that the LRO's will not be listed on any securities exchange, that there will be no trading platform for the LRO's, that any trading of this WarrantLRO's must be conducted in accordance with federal and applicable state securities laws and that the Holder should be prepared to hold the LRO's through maturity.

Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows: This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale. The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration. The Holder further understands that the Warrant Shares have not been qualified under any state securities law the California Securities Law of 1968 (the “California Law”) by reason of their issuance in a transaction exempt from the qualification requirements of the California Law pursuant to Section 25102(f) thereof, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent expressed above. The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith. The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant. The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.

Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows: This Warrant and that the Shares issuable upon exercise thereof are being acquired Holder is purchasing the LROs for its the Holder’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale. The Holder understands that represents and warrants to the Warrant Company that, based on its overall investment objectives, portfolio structure and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereoffinancial situation, and that they must be held by the Holder indefinitely, and that the Holder must therefore it can bear the economic risk of such an investment indefinitely, unless a subsequent disposition thereof is registered under in the Act or is exempted from such registrationLROs. The Holder further understands represents and warrants to the Company that (as of the Shares have not been qualified under any state securities law by reason date of their issuance in this LRO Agreement and as of the date it has committed to purchase the LROs) it has received a transaction exempt from copy of the qualification requirements thereofOffering Circular with respect to the offering of the LROs, which exemption depends uponincludes information regarding the background and qualifications of the Company and the tax consequences of purchasing the LROs, among other thingsand a discussion of the risks associated with an investment in the LROs (under the heading “Risk Factors” of, and elsewhere in, the bona fide nature of the Holder’s investment intent expressed aboveOffering Circular). The Holder has such knowledge and experience in financial and business matters acknowledges that it is capable of evaluating the merits and risks of the purchase of this Warrant the LROs involves various risks, including, but not limited to, the risk that Holder may lose its entire investment and the Shares purchasable pursuant other risks outlined in the Offering Circular, and the Holder represents and warrants to the terms of this Warrant and of protecting its interests in connection therewith. The Holder Company that it is able to bear any loss associated with an investment in the economic risk LROs. The Holder represents and warrants to the Company that the Holder meets any applicable residency or minimum financial suitability requirements applicable to the Offering, as outlined in the Offering Circular, and has abided by any maximum investment limits applicable to the Offering, as set forth in the Offering Circular (collectively, the “Offering Limits”). The Holder agrees to provide any additional documentation reasonably requested by the Company (or its agents), or as may be required by the Securities and Exchange Commission or the securities administrator of any state, to confirm that it meets and has satisfied such Offering Limits. The Holder acknowledges the Company’s recommendation that it consult with its own attorneys, accountants and other processional advisors as to the legal, tax, accounting and other consequences of an investment in the LROs. The Holder acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the purchase LROs for purposes of determining the Holder’s authority to invest in the LROs. The Holder further represents and warrants to the Company that the Holder acknowledges that the LROs will not be listed on any securities exchange, that there will be no trading platform or secondary market for the LROs, that any trading of LROs must be conducted in accordance with federal and applicable state securities laws and that the Holder should be prepared to hold the LROs through maturity. The Holder further warrants and represents to the Company, as of the Shares pursuant to the terms date of this WarrantAgreement and as of any date that it committs to purchase the LROs, that (i) it has the power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by the Holder; and (iii) in connection with this Agreement it has complied in all material respects with applicable federal, state and local laws. In addition, if the Holder entering this Agreement is a corporation, partnership, limited liability company or other entity (each, an “institution”), the institution warrants and represents that (x) the individual executing this Agreement on behalf of the institution has all necessary power and authority to execute and perform this Agreement on the institution’s behalf; (y) the execution and performance of this Agreement will not violate any provision in the institution’s charter documents, by-laws, indenture of trust or partnership agreement, or other constituent agreement or instrument governing the institution’s formation or administration; and (z) the execution and performance of this Agreement will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking to which the institution is a party or by which it is bound.

Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows: This Warrant and that the Shares issuable upon exercise thereof are being acquired Holder is purchasing the LROs for its the Holder’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale. The Holder understands that represents and warrants to the Warrant Company that, based on its overall investment objectives, portfolio structure and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereoffinancial situation, and that they must be held by the Holder indefinitely, and that the Holder must therefore it can bear the economic risk of such an investment indefinitely, unless a subsequent disposition thereof is registered under in the Act or is exempted from such registrationLROs. The Holder further understands represents and warrants to the Company that (as of the Shares have not been qualified under any state securities law by reason date of their issuance in this LRO Agreement and as of the date it has committed to purchase the LROs) it has received a transaction exempt from copy of the qualification requirements thereofOffering Circular with respect to the offering of the LROs, which exemption depends uponincludes information regarding the background and qualifications of the Company and the tax consequences of purchasing the LROs, among other thingsand a discussion of the risks associated with an investment in the LROs (under the heading “Risk Factors” of, and elsewhere in, the bona fide nature of the Holder’s investment intent expressed aboveOffering Circular). The Holder has such knowledge and experience in financial and business matters acknowledges that it is capable of evaluating the merits and risks of the purchase of this Warrant the LROs involves various risks, including, but not limited to, the risk that Holder may lose its entire investment and the Shares purchasable pursuant other risks outlined in the Offering Circular, and the Holder represents and warrants to the terms of this Warrant and of protecting its interests in connection therewith. The Holder Company that it is able to bear any loss associated with an investment in the economic risk LROs. The Holder represents and warrants to the Company that the Holder meets any applicable residency or minimum financial suitability requirements applicable to the Offering, as outlined in the Offering Circular, and has abided by any maximum investment limits applicable to the Offering, as set forth in the Offering Circular (collectively, the “Offering Limits”). The Holder agrees to provide any additional documentation reasonably requested by the Company (or its agents), or as may be required by the Securities and Exchange Commission or the securities administrator of any state, to confirm that it meets and has satisfied such Offering Limits. The Holder acknowledges the Company’s recommendation that it consult with its own attorneys, accountants and other processional advisors as to the legal, tax, accounting and other consequences of an investment in the LROs. The Holder acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the purchase LROs for purposes of determining the Holder’s authority to invest in the LROs. The Holder further represents and warrants to the Company that the Holder acknowledges that the LROs will not be listed on any securities exchange, that there will be no trading platform or secondary market for the LROs, that any trading of LROs must be conducted in accordance with federal and applicable state securities laws and that the Holder should be prepared to hold the LROs through maturity. The Holder further warrants and represents to the Company, as of the Shares pursuant to the terms date of this WarrantAgreement and as of any date that it commits to purchase the LROs, that (i) it has the power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by the Holder; and (iii) in connection with this Agreement it has complied in all material respects with applicable federal, state and local laws. In addition, if the Holder entering this Agreement is a corporation, partnership, limited liability company or other entity (each, an “institution”), the institution warrants and represents that (x) the individual executing this Agreement on behalf of the institution has all necessary power and authority to execute and perform this Agreement on the institution’s behalf; (y) the execution and performance of this Agreement will not violate any provision in the institution’s charter documents, by-laws, indenture of trust or partnership agreement, or other constituent agreement or instrument governing the institution’s formation or administration; and (z) the execution and performance of this Agreement will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking to which the institution is a party or by which it is bound.

Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows: This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale. 4 The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration. The Holder further understands that the Warrant and the Shares have not been qualified under any state securities law the California Securities Law of 1968 (the “California Law”) by reason of their issuance in a transaction exempt from the qualification requirements of the California Law pursuant to Section 25102(f) thereof, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent expressed above. The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith. The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant. Restrictive Legend. The Shares issuable upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. 5 Restrictions Upon Transfer and Removal of Legend. The Company need not register a transfer of Shares bearing the restrictive legend set forth in Section 8 hereof, unless the conditions specified in such legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of the Shares, unless one of the conditions specified in the legend referred to in Section 8 hereof is satisfied. Notwithstanding the provisions of paragraph (a) above, no opinion of counsel or “no-action” letter shall be necessary for a transfer without consideration by any holder (i) to an affiliate of the holder, (ii) if such holder is a partnership, to a partner or retired partner of such partnership who retires after the date hereof or to the estate of any such partner or retired partner, (iii) if such holder is a corporation, to a shareholder of such corporation, or to any other corporation under common control, direct or indirect, with such holder, or (iv) by gift, will or intestate succession of any individual holder to his spouse or siblings, or to the lineal descendants or ancestors of such holder or his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original holder hereunder.

Representations and Warranties by the Holder. The Holder holder of this Warrant represents and warrants to the Company as follows: a. This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “"Act”"). Upon exercise of this Warrant, the Holder holder of this Warrant shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale. b. The Holder holder of this Warrant understands that the this Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(24(a)(2) thereof, and that they must be held by the Holder holder indefinitely, and that the Holder holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration. c. The Holder further understands that the Shares have not been qualified under any state securities law by reason holder of their issuance in a transaction exempt from the qualification requirements thereof, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent expressed above. The Holder this Warrant has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith. d. The Holder holder of this Warrant is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. The holder of this Warrant further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the holder of this Warrant or to which the holder has access. e. The holder of this Warrant is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant. f. The holder of this Warrant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act. 12.