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

Representations and Warranties of the Members. Each Member represents and warrants to the Company and the other Members that such Member: (a) if the Member is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ plan or other entity, such Person is authorized and qualified to become a Member in the Company; and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member to execute this Agreement; (b) has sufficient financial strength to hold its Membership Units in the Company as an investment and bear the economic risks of that investment (including possible complete loss of such investment) for an indefinite period of time; (c) at the time he or she became a Member had a pre-existing personal or business relationship with the Company or one or more of its Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting his, her or its own interests in connection with this investment; (d) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Member of his, her or its Membership Units; (f) has acquired his, her or its Membership Units in the Company for his, her or its own account, for investment, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof; and no other Person will have any direct or indirect beneficial interest in or right to such Membership Units; (g) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transfer, or pledge all or any portion of his, her or its Membership Units in the Company; and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; and (h) has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment contemplated herein.

Representations and Warranties of the Members. Each As of the date hereof, each Member represents and warrants to the Company and the other Members that such Member: (a) if the Member is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ plan or other entity, such Person is authorized and qualified to become a Member duly organized in the Company; jurisdiction or its organization and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly is authorized by the Member to execute and deliver this Agreement; (b) has sufficient financial strength to hold its Membership Units in the Company Percentage Interest as an investment and bear the economic risks of that investment (including possible complete loss of such investment) for an indefinite period of time); (c) at the time he or she became a Member had a pre-existing personal or business relationship with the Company or one or more of its Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting his, her or its own interests in connection with this investment; (d) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Member of his, her or its Membership UnitsPercentage Interest; (f) has acquired his, her or its Membership Units in the Company Percentage Interest for his, her or its own account, for investment, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof; and no other Person will have has any direct or indirect beneficial interest in or right to such Membership UnitsPercentage Interest; (g) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transferTransfer, or pledge all or any portion of his, her or its Membership Units in the CompanyPercentage Interest; and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; and; (h) has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he it has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment contemplated herein.; (i) it is (i) an “accredited investor” as defined in Regulation D of the Securities Act, (ii) a “qualified purchaser” under Section 3(c)(7) of the Investment Company Act of 1940, as amended, (iii) holding its Percentage Interest for its own account and not for the account of any other person and (iv) a “U.S. Person” as defined in Regulation S of the Securities Act;

Representations and Warranties of the Members. Each Member represents warrants, represents, agrees, and warrants to the Company and the other Members that such Member: acknowledges: (a) if the Member is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ plan that he has adequate means of providing for his own current needs and foreseeable future contingencies and anticipates no need now or other entity, such Person is authorized and qualified to become a Member in the Companyforeseeable future to sell his interest; and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member to execute this Agreement; (b) has sufficient financial strength to hold its Membership Units in the Company that he is acquiring his interest for his own account as an a long-term investment and bear the economic risks of that investment (including possible complete loss of such investment) for an indefinite period of time; (c) at the time he or she became without a Member had a pre-existing personal or business relationship with the Company or one or more of its Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting his, her or its own interests in connection with this investment; (d) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Member of his, her or its Membership Units; (f) has acquired his, her or its Membership Units in the Company for his, her or its own account, for investment, and not with a present view to or for the make any distribution, resale, distribution, subdivision or fractionalization thereof; (c) that he and no other Person will his independent counselors have any direct or indirect beneficial interest such knowledge and experience in or right to such Membership Units; (g) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transfer, or pledge all or any portion financial and business matters that they are capable of his, her or its Membership Units in the Company; and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; and (h) has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate evaluating the merits and risks of the investment contemplated hereinInvolved in his acquisition of his interest and they have evaluated the same; (d) that he is able to bear the economic risks of such Investment; (e) that he and his independent counselors have made such investigations of the Company (including its business prospects and financial condition) and the Members, have had access to all information regarding the Company and the Members, and have had an opportunity to ask all of the questions regarding investment therein; (f) that in connection with his acquisition of an interest, he has been fully informed by his Independent counsel as to the applicability of the requirements of the Securities Act of 1933, as amended (the "Securities Act") and all applicable state securities or "blue sky" laws to his interest; and (g) that he understands that: (i) his interest is not registered under the Securities Act or any state securities law, (ii) there is no market for his interest and he will be unable to transfer his interest unless such is so registered or unless the transfer complies with an exemption from such registration (evidence of which must be satisfactory to counsel for the Company), (iii) such interest cannot be expected to be readily transferred or liquidated, and (iv) his acquisition of an interest in the Company involves a high degree of risk.

Representations and Warranties of the Members. Each Member represents and warrants to the Company and the other Members that such Member: (a) if the Member is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, ▇K▇▇▇▇ plan or other entity, such Person is authorized and qualified to become a Member in the Company; and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member to execute this Agreement; (b) has sufficient financial strength to hold its Membership Units Interests in the Company as an investment and bear the economic risks of that investment (including possible complete loss of such investment) for an indefinite period of time; (c) at the time he or she became a Member had a pre-existing personal or business relationship with the Company or one or more of its Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting his, her or its own interests in connection with this investment; (d) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Member of his, her or its Membership UnitsInterests; (f) has acquired his, her or its Membership Units Interests in the Company for his, her or its own account, for investment, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof; and no other Person will have any direct or indirect beneficial interest in or right to such Membership Units; (g) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transfer, or pledge all or any portion of his, her or its Membership Units Interests in the Company; and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; and (h) has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment contemplated herein.

Representations and Warranties of the Members. Each Member represents and warrants to the Company and the other Members that such Member: (a) if the Member is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ plan or other entity, such Person is authorized and qualified to become a Member in the Company; and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member to execute this Agreement; (b) has sufficient financial strength to hold its Membership Units Interests in the Company as an investment and bear the economic risks of that investment (including possible complete loss of such investment) for an indefinite period of time; (c) at the time he or she became a Member had a pre-existing personal or business relationship with the Company or one or more of its Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting his, her or its own interests in connection with this investment; (d) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Member of his, her or its Membership UnitsInterests; (f) has acquired his, her or its Membership Units Interests in the Company for his, her or its own account, for investment, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof; and no other Person will have any direct or indirect beneficial interest in or right to such Membership Units; (g) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transfer, or pledge all or any portion of his, her or its Membership Units Interests in the Company; and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; and (h) has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment contemplated herein.

Representations and Warranties of the Members. Each Member hereby represents and warrants to the Company and the other Members that such Memberthe following are true and correct: (a) if such Member has full power and authority to execute, deliver, and perform this Agreement in accordance with its terms and all applicable laws, and this Agreement constitutes the valid and binding obligation of such Member, enforceable against such Member in accordance with its terms; (b) no Event of Bankruptcy has occurred with respect to such Member; (c) such Member is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ plan or other entity, resident at the address set forth on such Person Member’s counterpart signature page attached hereto; (d) such Member is authorized and qualified financially able to become a Member bear the economic risk of the Member’s investment in the Company; , including the total loss thereof; (e) such Member acknowledges that the Units have not been registered under the Securities Act of 1933, as amended, or qualified under state securities laws, in reliance, in part, on the Member’s representations, warranties, and agreements herein; (f) such Member is an experienced investor in unregistered and restricted securities of speculative and high risk ventures; (g) such Member acknowledges that there are substantial restrictions on the Member and transferability of the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member Units pursuant to execute this Agreement; (bh) such Member has sufficient financial strength been advised to hold its Membership Units in the Company as an investment and bear the economic risks of that investment (including possible complete loss of consult with such investment) for an indefinite period of time; (c) at the time he or she became a Member had a pre-existing personal or business relationship with the Company or one or more of its Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of Member’s own attorney regarding all legal matters concerning an investment in the Company and the tax consequences of protecting hisparticipating in the Company, her or its own interests in connection with this investmentand has done so, to the extent the Member considers necessary; (di) has been represented bysuch Member acknowledges that (1) the tax consequences of investing in the Company will depend on the Member’s particular circumstances, and neither the Company, the Members, nor the Members, shareholders, managers, members, agents, officers, directors, employees, affiliates, or had consultants of any of them will be responsible or liable for the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale tax consequences to such Member of his, her or its Membership Units; (f) has acquired his, her or its Membership Units in the Company for his, her or its own account, for investment, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof; and no other Person will have any direct or indirect beneficial interest in or right to such Membership Units; (g) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transfer, or pledge all or any portion of his, her or its Membership Units an investment in the Company; and has (2) there can be no current plans assurance that the Code or applicable regulations will not be amended or interpreted in the future in such a manner so as to enter into any such contractdeprive the Company and the Members of some or all of the tax benefits they might now receive, undertakingnor that some of the deductions claimed by the Company or the allocations of items of income, understandinggain, agreementloss, deduction, or arrangementcredit among the Members may not be challenged by the Internal Revenue Service; and (hj) has been afforded full such Member will look solely to, and complete access rely upon, such Member’s own advisers with respect to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions tax consequences of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment contemplated hereinthis investment.

Representations and Warranties of the Members. Each Member represents warrants, represents, agrees and warrants to the Company and the other Members that such Member: acknowledges: (a) if the Member is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ plan that it has adequate means of providing for its own current needs and foreseeable future contingencies and anticipates no need now or other entity, such Person is authorized and qualified to become a Member in the Companyforeseeable future to sell its Units; and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member to execute this Agreement; (b) has sufficient financial strength to hold that it is acquiring its Membership Units in the Company for its own account as an a long-term investment and bear the economic risks of that investment (including possible complete loss of such investment) for an indefinite period of time; (c) at the time he or she became without a Member had a pre-existing personal or business relationship with the Company or one or more of its Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting his, her or its own interests in connection with this investment; (d) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Member of his, her or its Membership Units; (f) has acquired his, her or its Membership Units in the Company for his, her or its own account, for investment, and not with a present view to or for the resale, make any distribution, subdivision resale or fractionalization thereof; and no other Person will have any direct or indirect beneficial interest in or right to such Membership Units; (gc) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transfer, or pledge all or any portion of his, her or its Membership Units in the Company; and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; and (h) has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company that it and its proposed activities, independent counselors have such knowledge and has been afforded an opportunity to ask such questions experience in financial and business matters that they are capable of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate evaluating the merits and risks of the investment contemplated hereininvolved in its acquisition of its Units and they have evaluated the same; (d) that it is able to bear the economic risks of such investment; (e) that it and its independent counselors have made such investigations of the Company (including its business prospects and financial condition) and the Members, have had access to all information regarding the Company and the Members, and have had an opportunity to ask all of the questions regarding the Company and the Members, in each case as they deem necessary to fully evaluate its investment therein; (f) that in connection with its acquisition of Units, it has been fully informed by its independent counsel as to the applicability of the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and all applicable state securities or “blue sky” laws to its Units; and (g) that it understands that (i) its Units are not registered under the Securities Act or any state securities law, (ii) there is no market for its Units and it will be unable to transfer its interest unless such is so registered or unless the transfer complies with an exemption from such registration (evidence of which must be satisfactory to counsel for the Company), (iii) such Units cannot be expected to be readily transferred or liquidated; and (iv) its acquisition of Units in the Company involves a high degree of risk.

Representations and Warranties of the Members. Each Member represents warrants, represents, agrees, and warrants to the Company and the other Members that such Member: acknowledges: (a) if the Member is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ plan that he has adequate means of providing for his own current needs and foreseeable future contingencies and anticipates no need now or other entity, such Person is authorized and qualified to become a Member in the Companyforeseeable future to sell his interest; and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member to execute this Agreement; (b) has sufficient financial strength to hold its Membership Units in the Company that he is acquiring his interest for his own account as an a long-term investment and bear the economic risks of that investment (including possible complete loss of such investment) for an indefinite period of time; (c) at the time he or she became without a Member had a pre-existing personal or business relationship with the Company or one or more of its Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting his, her or its own interests in connection with this investment; (d) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Member of his, her or its Membership Units; (f) has acquired his, her or its Membership Units in the Company for his, her or its own account, for investment, and not with a present view to or for the make any distribution, resale, distribution, subdivision or fractionalization thereof; (c) that he and no other Person will his independent counselors have any direct or indirect beneficial interest such knowledge and experience in or right to such Membership Units; (g) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transfer, or pledge all or any portion financial and business matters that they are capable of his, her or its Membership Units in the Company; and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; and (h) has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate evaluating the merits and risks of the investment contemplated hereinInvolved in his acquisition of his interest and they have evaluated the same; (d) that he is able to bear the economic risks of such Investment; (e) that he and his independent counselors have made such investigations of the Company (including its business prospects and financial condition) and the Members, have had access to all information regarding the Company and the Members, and have had an opportunity to ask all of the questions regarding investment therein; (f) that in connection with his acquisition of an interest, he has been fully informed by his Independent counsel as to the applicability of the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and all applicable state securities or “blue sky” laws to his interest; and (g) that he understands that: (i) his interest is not registered under the Securities Act or any state securities law, (ii) there is no market for his interest and he will be unable to transfer his interest unless such is so registered or unless the transfer complies with an exemption from such registration (evidence of which must be satisfactory to counsel for the Company), (iii) such interest cannot be expected to be readily transferred or liquidated, and (iv) his acquisition of an interest in the Company involves a high degree of risk.

Representations and Warranties of the Members. Each Member represents and warrants to the Company and the other Members that such Member: (a) if the Member is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ Keogh plan or other entity, such Person is authorized and qualified to become ▇▇▇▇me a Member in the Company; and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member to execute this Agreement; (b) has sufficient financial strength to hold its Membership Units in the Company as an investment and bear the economic risks of that investment (including possible complete loss of such investment) for an indefinite period of time; (c) at the time he or she became a Member had a pre-existing personal or business relationship with the Company or one or more of its Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting his, her or its own interests in connection with this investment; (d) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s 's sale to such Member of his, her or its Membership Units; (fe) has acquired his, her or its Membership Units in the Company for his, her or its own account, for investment, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof; and no other Person will have any direct or indirect beneficial interest in or right to such Membership Units; (gf) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transfer, or pledge all or any portion of his, her or its Membership Units in the Company; and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; and (hg) has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s 's agents, accountants and other representatives concerning the Company’s 's proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment contemplated herein.

Representations and Warranties of the Members. Each Member represents warrants, represents, agrees and warrants acknowledges upon each issuance of Shares to the Company and the other Members that such Member: : (aA) if the Member is a corporationthat he has adequate means of providing for his own current needs and foreseeable future contingencies, partnership, limited liability company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ plan and anticipates no need now or other entity, such Person is authorized and qualified to become a Member in the Companyforeseeable future to sell his Shares; and the Member and the undersigned signatory hereto further represent and warrant (B) that such signatory has been duly authorized by the Member to execute this Agreement; (b) has sufficient financial strength to hold its Membership Units in the Company he is acquiring his Shares for his own account as an a long-term investment and bear the economic risks of that investment (including possible complete loss of such investment) for an indefinite period of time; (c) at the time he or she became without a Member had a pre-existing personal or business relationship with the Company or one or more of its Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting his, her or its own interests in connection with this investment; (d) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Member of his, her or its Membership Units; (f) has acquired his, her or its Membership Units in the Company for his, her or its own account, for investment, and not with a present view to or for the resale, make any distribution, subdivision resale or fractionalization thereof; (c) that he and no other Person will his independent counselors have any direct or indirect beneficial interest such knowledge and experience in or right to such Membership Units; (g) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transfer, or pledge all or any portion financial and business matters that they are capable of his, her or its Membership Units in the Company; and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; and (h) has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate evaluating the merits and risks of the investment contemplated hereininvolved in his acquisition of his Shares and they have evaluated the same; (D) that he is able to bear the economic risks of such investment; (E) that he and his independent counselors have made such investigation of the Company (including its business prospects and financial condition), had access to all information regarding the Company and had an opportunity to ask all of the questions regarding the Company as they deem necessary to fully evaluate his investment therein; (F) that in connection with his acquisition of the Shares he has been fully informed by his independent counsel as to the applicability of the requirements of the Securities Act of 1933 (the "Securities Act") and all applicable state securities or "blue sky" laws to his Shares; and (G) that he understands that (1) his Shares are not registered under the Securities Act or any state securities law, (2) there is no market for his Shares and that he will be unable to transfer his Shares unless they are so registered or unless the transfer complies with an exemption from such registration (evidence of which must be satisfactory to counsel for the Company), (3) such Shares cannot be expected to be readily transferred or liquidated; and (4) his acquisition of Shares involves a high degree of risk.

Representations and Warranties of the Members. Each Member severally represents and warrants to the Company and the other Members that such Member: (a) if the Member is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ plan or other entity, such Person is authorized and qualified to become a Member in the Company; and the Member and the undersigned signatory hereto further represent and warrant that such signatory has been duly authorized by the Member to execute this Agreement; (b) has sufficient financial strength is able to hold its Membership Units in the Company as an investment and bear the economic risks of that the investment (including possible complete loss of such investment) for an indefinite period of time; (c) at the time he or she became a Member had a pre-existing personal or business relationship with the Company or one or more of its Members, or by reason of his, her or its business or financial experience, or by reason of the business or financial experience of his, her or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting his, her or its own interests in connection with this investment; (d) has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents hereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence; (e) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s 's sale to such Member of his, her or its Membership Units; (fe) has acquired his, her or its Membership Units in the Company for his, her or its own account, for investment, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof; and no other Person will have any direct or indirect beneficial interest in or right to such Membership Units; (gf) has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any Person to sell, transferTransfer, or pledge all or any portion of his, her or its Membership Units in the Company; and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; and (hg) has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s 's agents, accountants and other representatives concerning the Company’s 's proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment contemplated herein.