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

Representations and Warranties of the Warrantholder. As of the date hereof and as of each exercise of this Warrant, the Warrantholder represents and warrants to the Company as follows: (i) The Warrantholder is either (a) not a “U.S. person” within the meaning of Regulation S under the Securities Act and is acquiring the Warrant and the Warrant Shares (if applicable) in an offshore transaction under Rule 903 of Regulation S under the Securities Act, or (b) an “accredited investor” within the meaning of Rule 501(a) under Regulation D of the Securities Act. (ii) The Warrantholder has the knowledge, sophistication and experience necessary to make an investment decision like that involved in the investment in the Warrant and the Warrant Shares (if applicable) and can bear the economic risk of its investment in the Warrant and the Warrant Shares (if applicable). The Warrantholder is acquiring the Warrant and the Warrant Shares (if applicable) for investment for its own account or the account of one or more of its Affiliates and not with a view to, or for sale in connection with, any distribution thereof. (iii) The Warrantholder understands that the Warrant and the Warrant Shares (if applicable) have not been, and may not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Warrantholder’s representations as expressed herein. The Warrantholder understands that the Warrant and the Warrant Shares (if applicable) are “Restricted Securities” under applicable U.S. federal and state securities Laws and that, pursuant to these Laws, the Warrantholder may not sell or transfer the Warrant and the Warrant Shares (if applicable) unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Warrantholder understands and acknowledges that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities.

Representations and Warranties of the Warrantholder. As of (a) This Warrant is being issued to Warrantholder in reliance upon Warrantholder's representation to the date hereof and as of each exercise Company, which by Warrantholder's execution of this Warrant, the Warrantholder represents and warrants to the Company as follows: (i) The Warrantholder is either (a) not a “U.S. person” within the meaning of Regulation S under the Securities Act and is acquiring the hereby confirms, that this Warrant and the Warrant Shares Common Stock (if applicablecollectively, the "Securities") in an offshore transaction under Rule 903 will be acquired for investment for Warrantholder's own account, not as a nominee or agent, and not with a view to the resale or distribution of Regulation S under the Securities Actany part thereof, and that Warrantholder has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Warrant, Warrantholder further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities. (b) Warrantholder is an “accredited investor” within the meaning investor in securities of Rule 501(a) under Regulation D of the Securities Act. (ii) The Warrantholder has the knowledge, sophistication and experience necessary to make an investment decision like that involved companies in the investment development stage and acknowledges that it is able to fend for itself in transactions such as the Warrant and the Warrant Shares (if applicable) and one contemplated by this Warrant, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and Securities. If other than an individual, Warrantholder represents it has not been organized for the Warrant Shares (if applicable). The Warrantholder is purpose of acquiring the Warrant and the Warrant Shares (if applicable) for investment for its own account or the account of one or more of its Affiliates and not with a view to, or for sale in connection with, any distribution thereofSecurities. (iiic) The Warrantholder is an "accredited investor" within the meaning of Securities and Exchange Commission ("SEC") Rule 501 of Regulation D, as presently in effect. Warrantholder understands that the Warrant Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Warrant Shares (if applicable) have not beenAct only in certain limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and may not be, registered under understands the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Warrantholder’s representations as expressed herein. The Warrantholder understands that the Warrant and the Warrant Shares (if applicable) are “Restricted Securities” under applicable U.S. federal and state securities Laws and that, pursuant to these Laws, the Warrantholder may not sell or transfer the Warrant and the Warrant Shares (if applicable) unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Warrantholder understands and acknowledges that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities.resale limitations imposed