Common use of Representations of Advisor Clause in Contracts

Representations of Advisor. Advisor represents and warrants to Company as follows: (a) Advisor acknowledges that the Shares will initially be “restricted securities” (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended) (“Rule 144”) and that the certificates evidencing the Shares will include this legend: THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. Advisor further acknowledges that the Shares cannot be sold unless registered with the United States Securities and Exchange Commission and qualified by appropriate state securities regulators, or unless Advisor obtains written consent from the Company and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144). (b) Advisor has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Shares offered by the Company of the size contemplated. Advisor represents that Advisor is able to bear the economic risk of the investment and at the present time can afford a complete loss of such investment. The Advisor has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of the Company’s officers and directors regarding the Company and its business as Advisor deems appropriate. (c) Advisor is an “Accredited Investor” as defined in Regulation D of the Securities Act of 1933 (the “Act”) and Advisor has sufficient knowledge and experience in financial and business matters that Advisor is capable of evaluating the merits and risks of an investment in the Shares offered by the Company and of making an informed investment decision with respect thereto and has the capacity to protect Advisor’s own interests in connection with Advisor’s proposed investment in the Shares. (d) Advisor is acquiring the Shares solely for Advisor’s own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Shares. (e) Advisor will not sell or otherwise transfer the Shares without registration under the Act or an exemption therefrom and fully understands and agrees that Advisor must bear the economic risk of Advisor’s purchase for an indefinite period of time because, among other reasons, the Shares have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned, or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available.