Common use of Acknowledgments and Representations Clause in Contracts

Acknowledgments and Representations. (a) The Company recognizes and confirms that in performing its duties pursuant to this Agreement, Typhoon will be using and relying upon data, material and other information furnished by the Company, its employees and representatives (the "Information"). The Company hereby agrees and represents that all Information furnished to Typhoon in connection with this Agreement shall be accurate and complete in all material respects at the time furnished, and that if such Information, in whole or part, becomes materially inaccurate, misleading or incomplete during the term of Typhoon's engagement hereunder, the Company shall so advise Typhoon in writing and correct any such inaccuracy or omission. Typhoon assumes no responsibility for the accuracy and completeness of such Information. In rendering its services hereunder, Typhoon shall be entitled to use and rely upon the Information without independent verification thereof. To the extent consistent with legal requirements, all Information, unless publicly available or otherwise available to Typhoon without restriction or breach of any confidentiality agreement, will be held by Typhoon in confidence and will not be disclosed to anyone other than Typhoon's agents and advisors without the Company's prior written approval or used for any purpose other than those referred to in this Agreement. (b) The Company understands and agrees that in furnishing the Company with advice and other services as provided in this Agreement, neither Typhoon nor any officer, director or agent thereof shall be liable to the Company, its affiliates or its creditors for errors of judgment or anything except bad faith or gross negligence in the performance of its duties under the terms of this Agreement. (c) The Company acknowledges that Typhoon has been retained solely as an advisor to the Company, and not as an advisor to or agent of any other person, and that the Company's engagement of Typhoon is not intended to confer rights upon any persons not a party hereto (including shareholders, employees or creditors of the Company) as against Typhoon, Typhoon's affiliates or their respective directors, officers, agents and employees. (d) The Company represents and warrants to Typhoon that it will not cause, or knowingly permit (a) any action to be taken which violates or (b) a failure to act, the effect of which violates, any federal or state securities law. (e) Typhoon acknowledges that it has been retained solely as an advisor to the Company and that the Company's engagement of Typhoon is not intended to confer upon Typhoon the right or authority to make representations on behalf of or to bind the Company with respect to any other person. (f) Typhoon acknowledges that is has received such written information as Typhoon deems appropriate to evaluate its investment in the Option, the related Shares and the shares granted pursuant to Section 6 hereof (the "Section 6 Shares"). Typhoon has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Option, the Shares and the Section 6 Shares. (g) Typhoon acknowledges that it is not investing in the Option, the Shares or the Section 6 Shares as a result of or pursuant to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio. (h) Typhoon acknowledges that it has such knowledge and experience in financial, tax and business matters so as to enable it to utilize the information made available to it in connection with the offering of the Option, the Shares and the Section 6 Shares to evaluate the merits and risks of an investment in the Option, the Shares and the Section 6 Shares and to make an informed investment decision with respect thereto. (i) Typhoon acknowledges that it will not sell or otherwise transfer the Option, the Shares or the Section 6 Shares without registration under the Securities Act or an exemption therefrom and otherwise in accordance with all applicable securities laws including, without limitation, all applicable California "blue sky" laws. Typhoon represents that it has obtained the Option, the Shares and the Section 6 Shares for its own account, for investment and not with a view to resale or distribution except in compliance with the Securities Act and all other applicable securities laws, including, without limitation, all applicable California "blue sky" laws. (j) Typhoon is an accredited investor by virtue of being an entity in which all of the equity owners are accredited investors. (k) Typhoon represents and warrants to the Company that it will not cause, or knowingly permit (a) any action to be taken which violates or (b) a failure to act, the effect of which violates, any federal or state securities law.

Acknowledgments and Representations. (a) The Company recognizes Borrower and confirms each Guarantor acknowledge and represent that the Second Amended Note, the Loan Agreement, the Guaranty, and all other Loan Documents, as amended hereby, are in performing its duties pursuant full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, Typhoon will be using and relying upon data, material and other information furnished by no default or event that with the Company, its employees and representatives (passage of time or giving of notice would constitute a default under the "Information"). The Company hereby agrees and represents Loan Documents has occurred; that all Information furnished representations and warranties contained in the Loan Documents are true and correct as of this date; that all necessary action to Typhoon in connection with authorize the execution and delivery of this Agreement shall be accurate and complete in all material respects at the time furnished, has been taken; and that if such Information, in whole or part, becomes materially inaccurate, misleading or incomplete during the term this Agreement is a modification of Typhoon's engagement hereunder, the Company shall so advise Typhoon in writing an existing obligation and correct any such inaccuracy or omission. Typhoon assumes no responsibility for the accuracy and completeness of such Information. In rendering its services hereunder, Typhoon shall be entitled to use and rely upon the Information without independent verification thereof. To the extent consistent with legal requirements, all Information, unless publicly available or otherwise available to Typhoon without restriction or breach of any confidentiality agreement, will be held by Typhoon in confidence and will not be disclosed to anyone other than Typhoon's agents and advisors without the Company's prior written approval or used for any purpose other than those referred to in this Agreement. (b) The Company understands and agrees that in furnishing the Company with advice and other services as provided in this Agreement, neither Typhoon nor any officer, director or agent thereof shall be liable to the Company, its affiliates or its creditors for errors of judgment or anything except bad faith or gross negligence in the performance of its duties under the terms of this Agreement. (c) The Company acknowledges that Typhoon has been retained solely as an advisor to the Company, and not as an advisor to or agent of any other person, and that the Company's engagement of Typhoon is not intended to confer rights upon any persons not a party hereto (including shareholders, employees or creditors of the Company) as against Typhoon, Typhoon's affiliates or their respective directors, officers, agents and employees. (d) The Company represents and warrants to Typhoon that it will not cause, or knowingly permit (a) any action to be taken which violates or (b) a failure to act, the effect of which violates, any federal or state securities law. (e) Typhoon novation. REAFFIRMATION OF GUARANTY. Each Guarantor hereby acknowledges that it has been retained solely and shall receive direct financial benefit from the Loan and from the modifications set forth herein, and hereby waives any defense it may have to its guaranty of the Guaranteed Obligations, as an advisor defined in the Guarantees, based upon a lack of or failure of consideration. Each Guarantor hereby consents to the Company modifications contained herein and hereby ratifies and confirms: (a) that it unconditionally guarantees to Bank the Company's engagement payment and performance from and by Borrower of Typhoon is not intended to confer upon Typhoon the right or authority to make representations on behalf of or to bind the Company with respect to any other person. (f) Typhoon acknowledges that is has received such written information Guaranteed Obligations, as Typhoon deems appropriate to evaluate its investment defined in the OptionGuarantees, upon the terms and conditions set forth therein, (b) such Guaranteed Obligations include, without limitation, the related Shares Second Amended Note and the shares granted pursuant to Section 6 hereof Loan Agreement as modified hereby, and (the "Section 6 Shares"). Typhoon has had a reasonable opportunity to ask questions of and receive answers from a person c) that their Guarantees shall not be impaired or persons acting on behalf of the Company concerning the offering of the Option, the Shares and the Section 6 Shares. (g) Typhoon acknowledges that it is not investing in the Option, the Shares or the Section 6 Shares their liability thereunder reduced as a result of or pursuant additional guarantors executing guarantees of the Guaranteed Obligations subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio. (h) Typhoon the date of their Guarantees. Each Guarantor acknowledges that it has such knowledge their reaffirmation and experience in financial, tax ratification of their Guarantees is a material inducement for Bank to enter into this Agreement and business matters that Bank would not do so as to enable it to utilize the information made available to it in connection with the offering of the Option, the Shares without said reaffirmation and ratification. This Agreement and the Section 6 Shares to evaluate the merits Guarantees are each Guarantor’s valid and risks binding obligation enforceable against each of an investment in the Option, the Shares and the Section 6 Shares and to make an informed investment decision with respect thereto. (i) Typhoon acknowledges that it will not sell or otherwise transfer the Option, the Shares or the Section 6 Shares without registration under the Securities Act or an exemption therefrom and otherwise them in accordance with all applicable securities laws including, without limitation, all applicable California "blue sky" laws. Typhoon represents that it has obtained the Option, the Shares and the Section 6 Shares for its own account, for investment and not with a view to resale or distribution except in compliance with the Securities Act and all other applicable securities laws, including, without limitation, all applicable California "blue sky" lawstheir terms. (j) Typhoon is an accredited investor by virtue of being an entity in which all of the equity owners are accredited investors. (k) Typhoon represents and warrants to the Company that it will not cause, or knowingly permit (a) any action to be taken which violates or (b) a failure to act, the effect of which violates, any federal or state securities law.

Acknowledgments and Representations. Fox is acquiring the Exchange Securities for its own account and not for the account of any other Persons. Fox acknowledges and represents: (ai) The Company recognizes and confirms that in performing its duties pursuant to this Agreementit is aware that the Exchange Securities are not registered under the Securities Act of 1933, Typhoon will be using and relying upon data, material and other information furnished by the Company, its employees and representatives as amended (the "InformationSecurities Act"). The Company hereby agrees ) and represents that all Information furnished to Typhoon in connection with this Agreement shall be accurate and complete in all material respects at the time furnished, and that if such Information, in whole or part, becomes materially inaccurate, misleading or incomplete during the term of Typhoon's engagement hereunder, the Company shall so advise Typhoon in writing and correct any such inaccuracy or omission. Typhoon assumes no responsibility for the accuracy and completeness of such Information. In rendering its services hereunder, Typhoon shall be entitled to use and rely upon the Information without independent verification thereof. To the extent consistent with legal requirements, all Information, unless publicly available or otherwise available to Typhoon without restriction or breach of any confidentiality agreement, will be held by Typhoon in confidence and will not be disclosed to anyone other than Typhoon's agents and advisors without the Company's prior written approval or used for any purpose other than those referred to in this Agreement. (b) The Company understands and agrees that in furnishing the Company with advice and other services as provided in this Agreement, neither Typhoon nor any officer, director or agent thereof shall be liable are subject to the Companyrestrictions thereof, its affiliates or its creditors for errors of judgment or anything except bad faith or gross negligence in the performance of its duties under the terms of this Agreement. including pursuant to Rule 144 promulgated thereunder; (cii) The Company acknowledges that Typhoon has been retained solely as an advisor to the Company, and not as an advisor to or agent of any other person, and that the Company's engagement of Typhoon is not intended to confer rights upon any persons not a party hereto (including shareholders, employees or creditors of the Company) as against Typhoon, Typhoon's affiliates or their respective directors, officers, agents and employees. (d) The Company represents and warrants to Typhoon that it will not cause, or knowingly permit (a) any action to be taken which violates or (b) a failure to act, the effect of which violates, any no federal or state securities law. (e) Typhoon acknowledges that it agency has been retained solely passed upon the Exchange Securities or made any finding or determination as an advisor to the Company and that the Companyfairness of Fox's engagement of Typhoon is not intended to confer upon Typhoon the right or authority to make representations on behalf of or to bind the Company with respect to any other person. (f) Typhoon acknowledges that is has received such written information as Typhoon deems appropriate to evaluate its investment in the Option, Exchange Securities; (iii) that there are risks of loss associated with Fox's exchange of its Purchase rights for the related Shares Exchange Securities; (iv) that the investment in the Exchange Securities is an illiquid investment and Fox may bear the shares granted pursuant to Section 6 hereof risk of its investment for an indefinite period of time; and (the "Section 6 Shares"). Typhoon has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Option, the Shares and the Section 6 Shares. (gv) Typhoon acknowledges that it is not investing an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the OptionSecurities Act, the Shares or the Section 6 Shares as a result of or pursuant to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio. (h) Typhoon acknowledges that it and has such knowledge and experience in financial, tax financial and business matters so as to enable that it to utilize the information made available to it in connection with the offering is capable of the Option, the Shares and the Section 6 Shares to evaluate evaluating the merits and risks of an the investment and is able to bear such financial risk. The Purchaser understands and agrees that the following restriction and limitation is applicable to Purchaser's investment in the Option, the Shares and the Exchange Securities pursuant to Section 6 Shares and to make an informed investment decision with respect thereto. (i4(2) Typhoon acknowledges that it will not sell or otherwise transfer the Option, the Shares or the Section 6 Shares without registration under of the Securities Act or an exemption therefrom and otherwise in accordance with and/or Rule 506 of Regulation D; "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO COUNSEL FOR THE COMPANY, IS AVAILABLE." The foregoing statement will affixed as a legend on all applicable securities laws including, without limitation, all applicable California "blue sky" laws. Typhoon represents that it has obtained certificates representing the Option, the Shares and the Section 6 Shares for its own account, for investment and not with a view to resale or distribution except in compliance with the Securities Act and all other applicable securities laws, including, without limitation, all applicable California "blue sky" lawsExchange Securities. (j) Typhoon is an accredited investor by virtue of being an entity in which all of the equity owners are accredited investors. (k) Typhoon represents and warrants to the Company that it will not cause, or knowingly permit (a) any action to be taken which violates or (b) a failure to act, the effect of which violates, any federal or state securities law.

Acknowledgments and Representations. (a) The Company recognizes and confirms that in performing its duties pursuant to this Agreement, Typhoon Venture Catalyst will be using and relying upon data, material and other information furnished by the Company, its employees and representatives (the "Information"). The Company hereby agrees and represents that all Information furnished to Typhoon Venture Catalyst in connection with with, and relating to Venture Catalyst's performance of services under, this Agreement shall be accurate and complete in all material respects at the time furnished, and that if such Information, in whole or part, becomes materially inaccurate, misleading or incomplete during the term of TyphoonVenture Catalyst's engagement hereunder, the Company shall so advise Typhoon Venture Catalyst in writing and correct any such inaccuracy or omission. Typhoon Venture Catalyst assumes no responsibility for the accuracy and completeness of such Information. In rendering its services hereunder, Typhoon Venture Catalyst shall be entitled to use and rely upon the Information without independent verification thereof. To the extent consistent with legal requirements, all Information, unless publicly available or otherwise available to Typhoon Venture Catalyst without restriction or breach of any confidentiality agreement, will be held by Typhoon Venture Catalyst in confidence and will not be disclosed to anyone other than TyphoonVenture Catalyst's agents and advisors without the Company's prior written approval or used for any purpose other than those referred to in this Agreement. (b) The Company understands and agrees that in furnishing the Company with advice and other services as provided in this Agreement, neither Typhoon Venture Catalyst nor any officer, director director, employee or agent thereof shall be liable to the Company, its affiliates or its creditors for errors of judgment or for anything except willful misconduct, bad faith or gross negligence in the performance of its duties under the terms of this Agreement. (c) The Company acknowledges that Typhoon Venture Catalyst has been retained solely as an advisor to the Company, and not as an advisor to or agent of any other person, and that the Company's engagement of Typhoon Venture Catalyst is not intended to confer rights upon any persons not a party hereto (including shareholders, employees or creditors of the Company) as against TyphoonVenture Catalyst, TyphoonVenture Catalyst's affiliates or their respective directors, officers, agents employees and employeesagents. (d) The Company represents and warrants to Typhoon Venture Catalyst that it will not cause, or knowingly permit (a) any action to be taken which violates or (b) a failure to act, the effect of which violates, any federal or state securities law. (e) Typhoon acknowledges that it has been retained solely as an advisor to the Company and that the Company's engagement of Typhoon is not intended to confer upon Typhoon the right or authority to make representations on behalf of or to bind the Company with respect to any other person. (f) Typhoon acknowledges that is has received such written information as Typhoon deems appropriate to evaluate its investment in the Option, the related Shares and the shares granted pursuant to Section 6 hereof (the "Section 6 Shares"). Typhoon has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Option, the Shares and the Section 6 Shares. (g) Typhoon acknowledges that it is not investing in the Option, the Shares or the Section 6 Shares as a result of or pursuant to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio. (h) Typhoon acknowledges that it has such knowledge and experience in financial, tax and business matters so as to enable it to utilize the information made available to it in connection with the offering of the Option, the Shares and the Section 6 Shares to evaluate the merits and risks of an investment in the Option, the Shares and the Section 6 Shares and to make an informed investment decision with respect thereto. (i) Typhoon acknowledges that it will not sell or otherwise transfer the Option, the Shares or the Section 6 Shares without registration under the Securities Act or an exemption therefrom and otherwise in accordance with all applicable securities laws including, without limitation, all applicable California "blue sky" laws. Typhoon represents that it has obtained the Option, the Shares and the Section 6 Shares for its own account, for investment and not with a view to resale or distribution except in compliance with the Securities Act and all other applicable securities laws, including, without limitation, all applicable California "blue sky" laws. (j) Typhoon is an accredited investor by virtue of being an entity in which all of the equity owners are accredited investors. (k) Typhoon represents and warrants to the Company that it will not cause, or knowingly permit (a) any action to be taken which violates or (b) a failure to act, the effect of which violates, any federal or state securities law.

Acknowledgments and Representations. (a) The Company recognizes Borrower and confirms each Guarantor acknowledge and represent that the Second Amended Note, the Loan Agreement, the Guaranty, and all other Loan Documents, as amended hereby, are in performing its duties pursuant full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, Typhoon will be using and relying upon data, material and other information furnished by no default or event that with the Company, its employees and representatives (passage of time or giving of notice would constitute a default under the "Information"). The Company hereby agrees and represents Loan Documents has occurred; that all Information furnished representations and warranties contained in the Loan Documents are true and correct as of this date; that all necessary action to Typhoon in connection with authorize the execution and delivery of this Agreement shall be accurate and complete in all material respects at the time furnished, has been taken; and that if such Information, in whole or part, becomes materially inaccurate, misleading or incomplete during the term this Agreement is a modification of Typhoon's engagement hereunder, the Company shall so advise Typhoon in writing an existing obligation and correct any such inaccuracy or omission. Typhoon assumes no responsibility for the accuracy and completeness of such Information. In rendering its services hereunder, Typhoon shall be entitled to use and rely upon the Information without independent verification thereof. To the extent consistent with legal requirements, all Information, unless publicly available or otherwise available to Typhoon without restriction or breach of any confidentiality agreement, will be held by Typhoon in confidence and will not be disclosed to anyone other than Typhoon's agents and advisors without the Company's prior written approval or used for any purpose other than those referred to in this Agreement. (b) The Company understands and agrees that in furnishing the Company with advice and other services as provided in this Agreement, neither Typhoon nor any officer, director or agent thereof shall be liable to the Company, its affiliates or its creditors for errors of judgment or anything except bad faith or gross negligence in the performance of its duties under the terms of this Agreement. (c) The Company acknowledges that Typhoon has been retained solely as an advisor to the Company, and not as an advisor to or agent of any other person, and that the Company's engagement of Typhoon is not intended to confer rights upon any persons not a party hereto (including shareholders, employees or creditors of the Company) as against Typhoon, Typhoon's affiliates or their respective directors, officers, agents and employees. (d) The Company represents and warrants to Typhoon that it will not cause, or knowingly permit (a) any action to be taken which violates or (b) a failure to act, the effect of which violates, any federal or state securities law. (e) Typhoon novation. REAFFIRMATION OF GUARANTY. Each Guarantor hereby acknowledges that it has been retained solely and shall receive direct financial benefit from the Loan and from the modifications set forth herein, and hereby waives any defense it may have to its guaranty of the Guaranteed Obligations, as an advisor defined in the Guarantees, based upon a lack of or failure of consideration. Each Guarantor hereby consents to the Company modifications contained herein and hereby ratifies and confirms: (a) that it unconditionally guarantees to Bank the Company's engagement payment and performance from and by Borrower of Typhoon is not intended to confer upon Typhoon the right or authority to make representations on behalf of or to bind the Company with respect to any other person. (f) Typhoon acknowledges that is has received such written information Guaranteed Obligations, as Typhoon deems appropriate to evaluate its investment defined in the OptionGuarantees, upon the terms and conditions set forth therein, (b) such Guaranteed Obligations include, without limitation, the related Shares Second Amended Note and the shares granted pursuant to Section 6 hereof Loan Agreement as modified hereby, and (the "Section 6 Shares"). Typhoon has had a reasonable opportunity to ask questions of and receive answers from a person c) that their Guarantees shall not be impaired or persons acting on behalf of the Company concerning the offering of the Option, the Shares and the Section 6 Shares. (g) Typhoon acknowledges that it is not investing in the Option, the Shares or the Section 6 Shares their liability thereunder reduced as a result of any amendments or pursuant modifications to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio. (h) Typhoon Guarantees of the Guaranteed Obligations subsequent to the date of their Guarantees. Each Guarantor acknowledges that it has such knowledge their reaffirmation and experience in financial, tax ratification of their Guarantees is a material inducement for Bank to enter into this Agreement and business matters that Bank would not do so as to enable it to utilize the information made available to it in connection with the offering of the Option, the Shares without said reaffirmation and ratification. This Agreement and the Section 6 Shares to evaluate the merits Guarantees are each Guarantor’s valid and risks binding obligation enforceable against each of an investment in the Option, the Shares and the Section 6 Shares and to make an informed investment decision with respect thereto. (i) Typhoon acknowledges that it will not sell or otherwise transfer the Option, the Shares or the Section 6 Shares without registration under the Securities Act or an exemption therefrom and otherwise them in accordance with all applicable securities laws including, without limitation, all applicable California "blue sky" laws. Typhoon represents that it has obtained the Option, the Shares and the Section 6 Shares for its own account, for investment and not with a view to resale or distribution except in compliance with the Securities Act and all other applicable securities laws, including, without limitation, all applicable California "blue sky" lawstheir terms. (j) Typhoon is an accredited investor by virtue of being an entity in which all of the equity owners are accredited investors. (k) Typhoon represents and warrants to the Company that it will not cause, or knowingly permit (a) any action to be taken which violates or (b) a failure to act, the effect of which violates, any federal or state securities law.

Acknowledgments and Representations. (a) The Company recognizes and confirms that in performing its duties pursuant to this Agreement, Typhoon Venture Catalyst will be using and relying upon data, material and other information furnished by the Company, its employees and representatives (the "Information"). The Company hereby agrees and represents that all Information furnished to Typhoon Venture Catalyst in connection with this Agreement shall be accurate and complete in all material respects at the time furnished, and that if such Information, in whole or part, becomes materially inaccurate, misleading or incomplete during the term of TyphoonVenture Catalyst's engagement hereunder, the Company shall so advise Typhoon Venture Catalyst in writing and correct any such inaccuracy or omission. Typhoon Venture Catalyst assumes no responsibility for the accuracy and completeness of such Information. In rendering its services hereunder, Typhoon Venture Catalyst shall be entitled to use and rely upon the Information without independent verification thereof. To the extent consistent with legal requirements, all Information, unless publicly available or otherwise available to Typhoon Venture Catalyst without restriction or breach of any confidentiality agreement, will be held by Typhoon Venture Catalyst in confidence and will not be disclosed to anyone other than TyphoonVenture Catalyst's agents and advisors without the Company's prior written approval or used for any purpose other than those referred to in this Agreement. (b) The Company understands and agrees that in furnishing the Company with advice and other services as provided in this Agreement, neither Typhoon Venture Catalyst nor any officer, director or agent thereof shall be liable to the Company, its affiliates or its creditors for errors of judgment or anything except bad faith or gross negligence in the performance of its duties under the terms of this Agreement. (c) The Company acknowledges that Typhoon Venture Catalyst has been retained solely as an advisor to the Company, and not as an advisor to or agent of any other person, and that the Company's engagement of Typhoon Venture Catalyst is not intended to confer rights upon any persons not a party hereto (including shareholders, employees or creditors of the Company) as against TyphoonVenture Catalyst, TyphoonVenture Catalyst's affiliates or their respective directors, officers, agents and employees. (d) The Company represents and warrants to Typhoon Venture Catalyst that it will not cause, or knowingly permit (apermit(a) any action to be taken which violates or (b) a failure to act, the effect of which violates, any federal or state securities law. (e) Typhoon acknowledges that it has been retained solely as an advisor to the Company and that the Company's engagement of Typhoon is not intended to confer upon Typhoon the right or authority to make representations on behalf of or to bind the Company with respect to any other person. (f) Typhoon acknowledges that is has received such written information as Typhoon deems appropriate to evaluate its investment in the Option, the related Shares and the shares granted pursuant to Section 6 hereof (the "Section 6 Shares"). Typhoon has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Option, the Shares and the Section 6 Shares. (g) Typhoon acknowledges that it is not investing in the Option, the Shares or the Section 6 Shares as a result of or pursuant to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio. (h) Typhoon acknowledges that it has such knowledge and experience in financial, tax and business matters so as to enable it to utilize the information made available to it in connection with the offering of the Option, the Shares and the Section 6 Shares to evaluate the merits and risks of an investment in the Option, the Shares and the Section 6 Shares and to make an informed investment decision with respect thereto. (i) Typhoon acknowledges that it will not sell or otherwise transfer the Option, the Shares or the Section 6 Shares without registration under the Securities Act or an exemption therefrom and otherwise in accordance with all applicable securities laws including, without limitation, all applicable California "blue sky" laws. Typhoon represents that it has obtained the Option, the Shares and the Section 6 Shares for its own account, for investment and not with a view to resale or distribution except in compliance with the Securities Act and all other applicable securities laws, including, without limitation, all applicable California "blue sky" laws. (j) Typhoon is an accredited investor by virtue of being an entity in which all of the equity owners are accredited investors. (k) Typhoon represents and warrants to the Company that it will not cause, or knowingly permit (a) any action to be taken which violates or (b) a failure to act, the effect of which violates, any federal or state securities law.