Representations by Holder Clause Samples

Representations by Holder. The Holder represents and warrants to the Company, as of the date hereof and as of the date of any exercise of this Warrant, that (a) the Holder is acquiring this Warrant and the Warrant Shares for its own account, for investment purposes, and not with a present view either to sell, distribute or transfer, or to offer for sale, distribution or transfer, this Warrant or the Warrant Shares, (b) the Holder is experienced in evaluating companies such as the Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Holder’s investment and has the ability to suffer the total loss of such investment, and (c) the Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act. SURGI- VISION, INC. By: Name: Title: AGREED TO AND ACCEPTED BY: ADVANCED BIONICS CORPORATION By: Name: Title: To: Surgi-Vision, Inc. The undersigned hereby elects to purchase “Warrant Shares” pursuant to the provisions of Section 6 of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full. In exercising the attached Warrant, the undersigned hereby confirms and acknowledges its representations and warranties set forth in Section 16 of the attached Warrant. ADVANCED BIONICS CORPORATION By: Name: Title: Date: TO OMNIBUS AMENDMENT None Country Title Registration No. Date of Issue None None

Representations by Holder. Holder represents and warrants to Borrower as follows: 3.1 ▇▇▇▇▇▇ has received and examined all public information, of or concerning Borrower which ▇▇▇▇▇▇ considers necessary to making an informed decision regarding this Note. In addition, ▇▇▇▇▇▇ has had the opportunity to ask questions of, and receive answers from, the officers and agents of Borrower concerning Borrower and to obtain such information, to the extent such persons possessed the same or could acquire it without unreasonable effort or expense, as Holder deemed necessary to verify the accuracy of the information referred to herein.

Representations by Holder. Holder represents and warrants that it: (a) is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act of 1933; (b) is acquiring this Warrant for Holder’s own account, not as a nominee or agent, and not with a view to the distribution or resale of any part thereof; (c) has full power and authority to enter into this Warrant; (d) has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant; and (e) is able to fend for itself, can bear the economic risk of 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.

Representations by Holder. By acceptance of this Warrant as set forth below, Holder represents and warrants to the Company that Holder is acquiring this Warrant, and will acquire any shares of Stock issued upon exercise of this Warrant, for Holder’s own account and for investment and without any present intention of selling or otherwise disposing of this Warrant or any such shares of Stock.

Representations by Holder. In connection with the sale of the Shares to the Company, Holder represents and warrants to the Company as of the date hereof and as of each Closing hereunder, as follows:

Representations by Holder. Holder represents and warrants to Borrower as follows: 3.1 ▇▇▇▇▇▇ has received and examined all public information, of or concerning Borrower which ▇▇▇▇▇▇ considers necessary to making an informed decision regarding this Note. In addition, ▇▇▇▇▇▇ has had the opportunity to ask questions of, and receive answers from, the officers and agents of Borrower concerning Borrower and to obtain such information, to the extent such persons possessed the same or could acquire it without unreasonable effort or expense, as Holder deemed necessary to verify the accuracy of the information referred to herein. 3.2 Holder acknowledges and understands that (i) the proceeds of this Note will not be sufficient to provide Borrower with the necessary funds to achieve its current business plan; (ii) the Borrower does not have sufficient cash available to repay this Note; (iii) this Note will not be guaranteed, (iv) Holder bears the economic risk of never being repaid on this Note; and (v) the Borrower may use the proceeds of this Note to satisfy past payables and working capital obligations. Holder has such knowledge and experience in financial and business matters that the Holder can evaluate the merits and risks of the Holder’s investment in this Note. 3.3 Holder hereby certifies that Holder is an “Accredited Investor” (as that term is defined by Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) because at least one of the following statements is applicable to Holder: (a) Holder is an Accredited Investor because the Holder had individual income of more than $200,000 in each of the two prior calendar years and reasonably expects to have individual income in excess of $200,000 during the current calendar year. (b) ▇▇▇▇▇▇ is an Accredited Investor because the Holder and his or her spouse together had income of more than $300,000 in each of the two prior calendar years and reasonably expect to have joint income in excess of $300,000 during the current calendar year. (c) Holder is an Accredited Investor because the Holder has an individual net worth, or the Holder and his or her spouse have a joint net worth of more than $1,000,000. For purposes of this Section 3.3(c), “net worth” means the excess of the Investor’s total assets at fair market value, not including the value of the Investor’s primary residence, over Investor’s total liabilities, not including the amount of indebtedness on the Investor’s primary residence that does not exceed the value o...

Representations by Holder. Holder acknowledges, covenants, represents and warrants to Company, as of the Effective Date and on a continuing basis thereafter, including as of the date of each issuance of Vested Shares, each of the following: 9.1. All Shares issuable hereunder shall be acquired for investment purposes only, for Holder's own account, and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Holder does not have any agreement or understanding, directly or indirectly, with the Company or any other person to distribute or resell any of the Shares. 9.2. The Company has granted the Shares without the payment or exchange of consideration or value by Holder, other than Holder's agreement to the terms and conditions of this Agreement and Holder's employment agreement with the Company or its subsidiary, including confidentiality and covenant not to compete provisions. 9.3. Holder has not acquired the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. 9.4. Holder is (i) an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated by the U.S. Securities and Exchange Commission (the "Commission") or (ii) if not an "accredited investor," either alone or with its purchaser representative(s), has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Shares and acknowledges that the Company reasonably believes that Holder comes within this description. 9.5. Holder understands that Holder is obligated to comply with all tax obligations applicable to Holder relative to the Restricted Stock and that Holder may not be permitted by the terms of this Agreement or applicable law to sell Shares of the Restricted Stock in order to satisfy such tax obligations. 9.6. Holder and/or its purchaser representative(s), if any, have obtained or have been furnished and are familiar with all publicly available financial, operational, business and other data, statements, information and materials relating to the business, finances, prospects and operations of the Company and such other publicly available materials as have been requested from the Company. 9.7. Holder agrees and acknowledges that the issuance of Vested Shares to Holder...

Representations by Holder. By acceptance of this Option, the Holder hereby represents and covenants: (a) that any securities purchased upon exercise of this Option or acquired upon conversion thereof shall be acquired for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof within the meaning of Section 2(11) of the Securities Act; (b) that the Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of its investment in the Company; (c) that the Holder is able to bear the economic risk of holding such securities as may be acquired pursuant to the exercise of this Option for an indefinite period; (d) that the Holder understands that the securities acquired pursuant to the exercise of this Option will not be registered under the Securities Act (except as otherwise provided herein) and will be “restricted securities” within the meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Option, and even then will not be available unless a public market then exists for the securities, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with.

Representations by Holder. Each holder of a Note by its acceptance thereof represents and warrants to the Issuer and the prior holders of such Note as follows: