Common use of Representations and Warranties of the Founders Clause in Contracts

Representations and Warranties of the Founders. In connection with the acquisition of the Parent Stock by the Founders, each Founder, severally and not jointly, represents and warrants to Parent that: (i) Such Founder understands that the Parent Stock has not been, and will not upon issuance be, registered under the Securities Act, and that any certificates evidencing the Parent Stock shall bear a legend to that effect. (ii) Such Founder is acquiring the Parent Stock for its own account for investment purposes only and not with a view toward distribution thereof in violation of the Securities Act. (iii) By reason of the business and financial experience of such Founder, such Founder has the capacity to protect its own interests in connection with the acquisition of the Parent Stock. Such Founder is able to bear the economic risk of an investment in the Parent Stock and has an adequate income independent of any income produced from an investment in the Parent Stock and has sufficient net worth to sustain a loss of all of its investment in the Parent Stock without economic hardship if such a loss should occur. (iv) Such Founder is an individual who is an “accredited investor” within the meaning of Rule 501(a)(5) or (6) of Regulation D promulgated under the Securities Act. (v) Such Founder did not become aware of an opportunity to invest in the Parent Stock through any form of general solicitation or general advertising (within the meaning of Rule 506 of Regulation D of the Securities Act) or any other filings made by Parent with the SEC. (vi) Such Founder has received physical delivery of such documents, records and information which such Founder has requested, and has had an opportunity to ask questions of, and receive answers from, Parent’s officers, employees, agents, accountants, and representatives concerning Parent’s business, operations, financial condition, assets, liabilities, and all other matters it has deemed relevant to its investment in the Parent Stock.