Common use of Representations of Holder Clause in Contracts

Representations of Holder. (a) Holder 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 Option Shares offered by Company of the size contemplated. Holder represents that Holder is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Holder has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Holder has deemed appropriate. (b) Holder is an “Accredited Investor” as defined in Regulation D of the Securities Act of 1933 (the “Act”) or Holder, either alone or with Holder’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of an investment in the Option Shares offered by Company and of making an informed investment decision with respect thereto and has the capacity to protect Holder’s own interests in connection with Holder’s proposed investment in the Option Shares. (c) Holder is acquiring the Option Shares solely for Holder’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 Option Shares. (d) Holder will not sell or otherwise transfer the Option Shares without registration under the Act or an exemption therefrom and fully understands and agrees that Holder must bear the economic risk of Holder's purchase for an indefinite period of time

Representations of Holder. In addition, in connection with the issuance of this Warrant, Holder specifically represents to the Company by acceptance of this Warrant as follows: (a) Holder has adequate means is aware of providing for current needs the Company's business affairs and contingencies, has no need for liquidity in the investmentfinancial condition, and is able to bear the economic risk of an investment in the Option Shares offered by Company of the size contemplated. Holder represents that Holder is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Holder has had a full opportunity to inspect the books and records of acquired information about the Company and sufficient to make any and all inquiries of Company officers and directors regarding the Company and its business as Holder has deemed appropriate. (b) Holder is an “Accredited Investor” as defined in Regulation D of the Securities Act of 1933 (the “Act”) or Holder, either alone or with Holder’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of an investment in the Option Shares offered by Company and of making reach an informed investment and knowledgeable decision with respect thereto and has the capacity to protect Holder’s own interests in connection with Holder’s proposed investment in the Option Shares. (c) acquire this Warrant. Holder is acquiring the Option Shares solely this Warrant for Holder’s its own account as principal, for investment purposes only and not with a view to to, or for the resale or distribution thereofin connection with, any "distribution" thereof for purposes of the Act. (b) Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder's investment intent as expressed herein. In this connection, Holder understands that, in whole the view of the SEC, the statutory basis for such exemption may be unavailable if Holder's representation was predicated solely upon a present intention to hold the Warrant for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in partthe market price of the Warrant, or for a period of one year or any other fixed period in the future. (c) Holder further understands that this Warrant must be held indefinitely unless subsequently registered under the Act and any applicable state securities laws, or unless exemptions from registration are otherwise available. Moreover, Holder understands that the Company is under no other person or entity has a direct or indirect beneficial interest in such Option Sharesobligation to register this Warrant. (d) Holder will is aware of the provisions of Rule 144 and 144A, promulgated under the Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: The availability of certain public information about the Company, the resale occurring not less than two years after the party has purchased and paid for the securities to be sold; the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein. (e) Holder further understands that at the time it wishes to sell or otherwise transfer this Warrant there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Option Shares without Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, Holder may be precluded from selling this Warrant under Rule 144 and 144A even if the two-year minimum holding period had been satisfied. (f) Holder further understands that in the event all of the requirements of Rule 144 and 144A are not satisfied, registration under the Act Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and 144A are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption therefrom from registration is available for such offers or sales, and fully understands that such persons and agrees that Holder must bear the economic risk of Holder's purchase for an indefinite period of timetheir respective brokers who participate in such transactions do so at their own risk.

Representations of Holder. The Holder hereby represents, covenants and acknowledges to the Company that: (a1) Holder has adequate means of providing for current needs this Warrant and contingencies, has no need for liquidity the Warrant Shares are “restricted securities” as such term is used in the investment, rules and is able to bear the economic risk of an investment in the Option Shares offered by Company of the size contemplated. Holder represents that Holder is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Holder has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Holder has deemed appropriate. (b) Holder is an “Accredited Investor” as defined in Regulation D of regulations under the Securities Act of 1933 1933, as amended (the “Act”) and that this Warrant and the Warrant Shares have not been registered under the Act and the Company has no present intention of registering the Securities under the Act or any state securities law, and that this Warrant and the Warrant Shares must be held indefinitely unless a transfer can be made pursuant to appropriate exemptions; (2) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (3) the Holder is purchasing for investment for his own account and not with a view to or for sale in connection with any distribution of this Warrant or the Warrant Shares and he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; (4) the Holder is an “accredited investor” within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the “Commission”); and (5) the Holder (i) has received all information the Holder has requested from the Company and considers necessary or appropriate for deciding whether to acquire this Warrant and the Warrant Shares, (ii) has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this Warrant and the Warrant Shares and to obtain any additional information necessary to verify the accuracy of the information given to the Holder, either alone or with Holder’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, (iii) has sufficient such knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of an the investment in this Warrant and the Option Shares offered by Company and of making an informed investment decision with respect thereto and has the capacity to protect Holder’s own interests in connection with Holder’s proposed investment in the Option Warrant Shares. (c) Holder is acquiring the Option Shares solely for Holder’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 Option Shares. (d) Holder will not sell or otherwise transfer the Option Shares without registration under the Act or an exemption therefrom and fully understands and agrees that Holder must bear the economic risk of Holder's purchase for an indefinite period of time

Representations of Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrants follows: (a) Holder 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 Option Shares offered by Company of the size contemplated. Holder represents that Holder is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Holder has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Holder has deemed appropriate. (b) The Holder is an “Accredited Investoraccredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (b) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “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 Securities Act only in certain limited circumstances as further provided in the Purchase Agreement. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (c) The Holder acknowledges that it can bear the economic and financial risk of 1933 (the “Act”) or Holderits investment for an indefinite period, either alone or with Holder’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient such knowledge and experience in financial and or business matters that Holder it is capable of evaluating the merits and risks of an the investment in the Option Shares offered by Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of making an informed investment decision with respect thereto the offering of the Warrant and has the capacity to protect Holder’s own interests in connection with Holder’s proposed investment in the Option Shares. (c) Holder is acquiring the Option Shares solely for Holder’s own account as principalbusiness, for investment purposes only and not with a view to the resale or distribution thereofproperties, in whole or in partprospects, and no other person or entity has a direct or indirect beneficial interest in such Option Sharesfinancial condition of the Company. (d) Holder will not sell or otherwise transfer the Option Shares without registration under the Act or an exemption therefrom and fully understands and agrees that Holder must bear the economic risk of Holder's purchase for an indefinite period of time

Representations of Holder. (a) Holder 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 Option Shares offered by Company Seller of the size contemplated. Holder represents that Holder is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Holder has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Holder has deemed appropriate. (b) Holder is an “Accredited Investor” as defined in Regulation D of the Securities Act of 1933 (the “Act”) or Holder, either alone or with Holder’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company Seller or any affiliate or selling agent of CompanySeller, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of an investment in the Option Shares offered by Company Seller and of making an informed investment decision with respect thereto and has the capacity to protect Holder’s own interests in connection with Holder’s proposed investment in the Option Shares. (c) Holder is acquiring the Option Shares solely for Holder’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 Option Shares. (d) Holder will not sell or otherwise transfer the Option Shares without registration under the Act or an exemption therefrom and fully understands and agrees that Holder must bear the economic risk of Holder's purchase for an indefinite period of timetime because, among other reasons, the Option 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.

Representations of Holder. (a) The Holder has adequate means of providing for current needs represents and contingencies, has no need for liquidity in warrants to the investment, Company that: 5.1. the Holder is the sole record and is able to bear the economic risk of an investment in the Option Shares offered by Company beneficial owner of the size contemplated. Holder represents that Holder is able Series B Shares and has good and marketable title to bear the economic risk Series B Shares, free and clear of the investment and at the present time could afford a complete loss any liens, claims, charges, options, rights of such investmenttenants or other encumbrances. Holder has had a full opportunity to inspect the books sole managerial and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Holder has deemed appropriate. (b) Holder is an “Accredited Investor” as defined in Regulation D of the Securities Act of 1933 (the “Act”) or Holder, either alone or with Holder’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of an investment in the Option Shares offered by Company and of making an informed investment decision dispositive authority with respect thereto to the Series B Shares and has not granted any person a proxy or option to buy the capacity to protect Holder’s own interests in connection with Holder’s proposed investment in the Option Shares.Series B Shares that has not expired or been validly withdrawn; (c) 5.2. Holder is will be acquiring the Option Common Shares solely for Holder’s his own account as principalaccount, for investment purposes only and not with a view to to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the resale or distribution thereofSecurities Act, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Option Shares. (d) Holder will not sell or otherwise transfer the Option Shares without manner which would require registration under the Securities Act or an exemption therefrom and fully understands and agrees that any state securities laws. Holder must can bear the economic risk of investment in the Common Shares, has knowledge and experience in financial business matters, is capable of managing the risk of investment in the Common Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. Holder recognizes that the Common Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Common Shares is registered under the Securities Act or unless an exemption from registration is available. Holder has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Common Shares for its particular tax and financial situation and its respective advisers, if such advisors were deemed necessary, have determined that the Common Shares are a suitable investment for it. Holder has not been offered the Common Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Holder's purchase for ’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Holder has had an indefinite period opportunity to ask questions of timeand receive satisfactory answers from the Company, or persons acting on behalf of the Company, concerning the terms and conditions of the Common Shares and the Company, and all such questions have been answered to the full satisfaction of Holder. Neither the Company, nor any other party, has supplied Holder any information regarding the Common Shares or an investment in the Common Shares other than as contained in this Agreement, and Holder is relying on its own investigation and evaluation of the Company and the Common Shares and not on any other information.

Representations of Holder. Each Holder hereby represents and warrants to the Issuer as follows: (ai) Holder 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 Option Shares offered by Company of the size contemplated. Holder represents that such Holder is able to bear the economic risk of the investment and at the present time could afford a complete loss of sophisticated investor having such investment. Holder has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Holder has deemed appropriate. (b) Holder is an “Accredited Investor” as defined in Regulation D of the Securities Act of 1933 (the “Act”) or Holder, either alone or with Holder’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Holder is so as to be capable of evaluating the merits and risks of an investment in the Option Shares offered by Company Warrants and Warrant Shares; (ii) such Holder is capable of making an informed investment decision with respect thereto and has the capacity to protect Holder’s protecting its own interests in connection with the acquisition, exercise or disposition of this Warrant; (iii) such Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act; (iv) such Holder is aware that the Warrants and the Warrant Shares are being, or will be, issued to the Holder in reliance upon the Holder’s proposed investment representation in the Option Shares. this Section 9 and that such securities are restricted securities that cannot be publicly sold except in certain prescribed situations; (cv) such Holder is acquiring aware of the Option provisions of Rule 144 and of the conditions under which sales may be made thereunder; (vi) such Holder has received such information about the Issuer as the Holder deems reasonable and has had the opportunity to ask questions and receive answers from the Issuer with respect to its business, assets, prospects and financial condition; and (vii) such Holder, by acceptance of the Warrants, acknowledges that the Warrants and the Warrant Shares to be issued upon exercise thereof are being acquired solely for the Holder’s own account as principal, for investment purposes only and not with as a view to the resale or distribution thereof, in whole or in partnominee for any other party, and no other person or entity has a direct or indirect beneficial interest in such Option Shares. (d) for investment, and that the Holder will not offer, sell or otherwise transfer dispose of the Option Warrants or any Warrant Shares without registration to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or an exemption therefrom and fully understands and agrees that Holder must bear the economic risk of Holder's purchase for an indefinite period of timeany state securities laws.

Representations of Holder. The Holder hereby represents, covenants and acknowledges to the Company that: (a1) Holder has adequate means of providing for current needs this Warrant and contingencies, has no need for liquidity the Warrant Shares are "restricted securities" as such term is used in the investment, rules and is able to bear the economic risk of an investment in the Option Shares offered by Company of the size contemplated. Holder represents that Holder is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Holder has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Holder has deemed appropriate. (b) Holder is an “Accredited Investor” as defined in Regulation D of regulations under the Securities Act of 1933 1933, as amended (the “"ACT") and that this Warrant and the Warrant Shares have not been registered under the Act and the Company has no present intention of registering the Securities under the Act or any state securities law, and that this Warrant and the Warrant Shares must be held indefinitely unless a transfer can be made pursuant to appropriate exemptions (including, without limitation, pursuant to Rule 144 under the Act”); (2) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (3) the Holder is purchasing for investment for his own account and not with a view to or for sale in connection with any distribution of this Warrant or the Warrant Shares and he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; and (4) the Holder (i) has received all information the Holder has requested from the Company and considers necessary or appropriate for deciding whether to acquire this Warrant and the Warrant Shares, (ii) has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this Warrant and the Warrant Shares and to obtain any additional information necessary to verify the accuracy of the information given to the Holder, either alone or with Holder’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, (iii) has sufficient such knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of an the investment in this Warrant and the Option Shares offered by Company and of making an informed investment decision with respect thereto and has the capacity to protect Holder’s own interests in connection with Holder’s proposed investment in the Option Warrant Shares. (c) Holder is acquiring the Option Shares solely for Holder’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 Option Shares. (d) Holder will not sell or otherwise transfer the Option Shares without registration under the Act or an exemption therefrom and fully understands and agrees that Holder must bear the economic risk of Holder's purchase for an indefinite period of time

Representations of Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant s follows: (a) Holder 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 Option Shares offered by Company of the size contemplated. Holder represents that Holder is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Holder has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Holder has deemed appropriate. (b) The Holder is an “Accredited Investoraccredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (b) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “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 Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (c) The Holder acknowledges that it can bear the economic and financial risk of 1933 (the “Act”) or Holderits investment for an indefinite period, either alone or with Holder’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient such knowledge and experience in financial and or business matters that Holder it is capable of evaluating the merits and risks of an the investment in the Option Shares offered by Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of making an informed investment decision with respect thereto the offering of the Warrant and has the capacity to protect Holder’s own interests in connection with Holder’s proposed investment in the Option Shares. (c) Holder is acquiring the Option Shares solely for Holder’s own account as principalbusiness, for investment purposes only and not with a view to the resale or distribution thereofproperties, in whole or in partprospects, and no other person or entity has a direct or indirect beneficial interest in such Option Sharesfinancial condition of the Company. (d) Holder will not sell or otherwise transfer the Option Shares without registration under the Act or an exemption therefrom and fully understands and agrees that Holder must bear the economic risk of Holder's purchase for an indefinite period of time