Common use of Representations by Consultant Clause in Contracts

Representations by Consultant. 10.2.1. The Consultant is an independent contractor and will not and cannot make any binding obligations on behalf of the Client, and the Consultant will represent itself accordingly. 10.2.2. Furthermore, the Consultant may be in possession of non-public information and if Consultant comes into possession of such non-public information, the Consultant will cease ALL trading activity until such information becomes public or stale. 10.2.3. Notwithstanding the aforementioned, it is neither the Client’s nor Consultant’s intention for the Consultant to hold onto the Shares indefinitely. The Consultant agrees not to have a material adverse effect on the market during sell-in of the Shares. 10.2.4. It has the requisite power and authority to provide the representations in this Agreement. 10.2.5. It recognizes that acquiring the Shares involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in its investment, in that (a) it may not be possible to liquidate the investment in the event of emergency; (b) transferability is extremely limited; and (c) in the event of a disposition, a complete loss of investment could occur. 10.2.6. It (a) is competent to understand and does understand the nature of the investment, and (b) is able to bear the economic risk of the investment. 10.2.7. It is an accredited investor as defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. 10.2.8. It has significant prior investment experience, and that It has read all of the documents furnished or made available by the Client to evaluate the merits and risks of the investment, recognizes the highly speculative nature of this investment, and is able to bear the economic risk hereby assumed. 10.2.9. All information regarding the Client which was requested or desired by it has been furnished, all other documents which could be reasonably provided have been made available for inspection and review, and it believes that such information is sufficient to make an informed decision with respect to it acquiring the Securities herein. 10.2.10. It is acquiring the Shares for its own account, for investment, and not for distribution or resale to others, and that it will not sell, transfer, or otherwise dispose of the Shares or any portion thereof unless they are registered under the Securities Act or unless an exemption from such registration is available. 10.2.11. It may, with the Client’s written consent, transfer the Shares if such request for transfer is accompanied by an opinion of counsel satisfactory to the Client that neither the sale nor the proposed transfer of the Shares results in a violation of the Securities Act or any applicable state “blue sky” laws. 10.2.12. It consents to the placement of a legend on the certificates evidencing the Shares stating that they have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sale thereof.

Representations by Consultant. 10.2.1. The Consultant is an independent contractor and will not and cannot make any binding obligations on behalf of the Client, and the Consultant will represent itself accordingly. 10.2.2. Furthermore, the Consultant may be in possession of non-public information and if Consultant comes into possession of such non-public information, the Consultant will cease ALL trading activity until such information becomes public or stale. 10.2.3. Notwithstanding the aforementioned, it is neither the Client’s nor Consultant’s intention for the Consultant to hold onto the Shares indefinitely. The Consultant agrees not to have a material adverse effect on the market during sell-in of the Shares. 10.2.4. It has the requisite power and authority to provide the representations in this Agreement. 10.2.5. It recognizes that acquiring the Shares involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in its investment, in that (a) it may not be possible to liquidate the investment in the event of emergency; (b) transferability is extremely limited; and (c) in the event of a disposition, a complete loss of investment could occur. 10.2.6. It (a) is competent to understand and does understand the nature of the investment, and (b) is able to bear the economic risk of the investment. 10.2.7. It is an accredited investor as defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. 10.2.8. It has significant prior investment experience, and that It has read all of the documents furnished or made available by the Client to evaluate the merits and risks of the investment, recognizes the highly speculative nature of this investment, and is able to bear the economic risk hereby assumed. 10.2.9. All information regarding the Client which was requested or desired by it has been furnished, all other documents which could be reasonably provided have been made available for inspection and review, and it believes that such information is sufficient to make an informed decision with respect to it acquiring the Securities herein.. Client’s Initials: Consultant’s Initials: 10.2.10. It is acquiring the Shares for its own account, for investment, and not for distribution or resale to others, and that it will not sell, transfer, or otherwise dispose of the Shares or any portion thereof unless they are registered under the Securities Act or unless an exemption from such registration is available. 10.2.11. It may, with the Client’s written consent, transfer the Shares if such request for transfer is accompanied by an opinion of counsel satisfactory to the Client that neither the sale nor the proposed transfer of the Shares results in a violation of the Securities Act or any applicable state “blue sky” laws. 10.2.12. It consents to the placement of a legend on the certificates evidencing the Shares stating that they have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sale thereof.