Common use of Securities Act Representations Clause in Contracts

Securities Act Representations. (a) Such Contributing Party is an Accredited Investor (as such term is used in Rule 501 under the Securities Act), is able to bear the economic risk of its investment contemplated hereby and has sufficient net worth to sustain a loss of its entire investment in Remora Holdings and the Company without economic hardship if such loss should occur. Such Contributing Party understands and acknowledges that the Company and its directors, Affiliates, attorneys and agents are relying on this certification. (b) Such Contributing Party has had an opportunity to discuss the Company’s business, management and financial affairs with the members of the Company’s management. Such Contributing Party has also had an opportunity to ask questions of the officers of the Company, which questions were answered to its satisfaction. Such Contributing Party acknowledges that it is familiar with all aspects of the Company’s business. Except as expressly set forth in ARTICLE IV and ARTICLE V, such Contributing Party has received no representations or warranties from the Company, Remora Holdings, or their respective employees, Affiliates, attorneys, accountants or agents. (c) Such Contributing Party is acquiring the RH Units solely for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof that would cause such Contributing Party to be deemed an “underwriter”, as defined in Section 2(11) of the Securities Act, or that would require registration under the Securities Act or applicable state or other securities laws. Such Contributing Party acknowledges and understands that the RH Units have not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing such RH Units will bear a legend to the foregoing effect. (d) Such Contributing Party acknowledges that the RH Units being acquired by such Contributing Party were not offered to such Contributing Party by means of publicly disseminated advertisements or sales literature, nor is such Contributing Party aware of any offers made to any other Contributing Party by such means. (e) Such Contributing Party acknowledges and understands that it must bear the economic risk of its investment in the RH Units for an indefinite period of time because the RH Units must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

Securities Act Representations. (a) Such Contributing Party Equity Contributor is an Accredited Investor (as such term is used in Rule 501 under the Securities ActAct and as set forth in Exhibit G hereto), is able to bear the economic risk of its investment contemplated hereby in the Common Units and has sufficient net worth to sustain a loss of its entire investment in Remora Holdings and the Company MLP without economic hardship if such loss should occur. Such Contributing Party Equity Contributor understands and acknowledges that the Company MLP, the GP and its directors, Affiliates, attorneys and agents are relying on this certification. (b) Such Contributing Equity Contributor understands that the acquisition of the Common Units involves numerous risks. Such Equity Contributor is capable of analyzing and investing in companies like the MLP and is capable of evaluating the merits and risks of its investment in the MLP and has the capacity to protect its own interests. To the extent necessary, such Equity Contributor has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the acquisition of the Common Units and the other transactions contemplated by this Agreement, it being understood that neither the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings nor any other party in connection therewith has retained legal or financial advisors on behalf of such Equity Contributor. Further, such Equity Contributor acknowledges that ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. has been retained as legal counsel only to the MLP and the ▇▇▇▇▇▇▇ Art Foundation in connection with the transactions contemplated by this Agreement and the proposed Initial Public Offering, and does not represent any other Party to this Agreement. (c) Such Equity Contributor has had an opportunity to discuss the CompanyMLP’s business, management and financial affairs with the members of the CompanyGP’s management. Such Contributing Party Equity Contributor has also had an opportunity to ask questions of the officers of the CompanyGP, which questions were answered to its satisfaction. Such Contributing Party Equity Contributor acknowledges that it is familiar with all aspects of the CompanyMLP’s business. Except as expressly set forth in ARTICLE IV and ARTICLE Article V, such Contributing Party Equity Contributor has received no representations or warranties from the CompanyMLP, Remora the GP, Intermediate GP, Intermediate Holdings, Holdings or their respective employees, Affiliates, attorneys, accountants or agents. (cd) Such Contributing Party Equity Contributor is acquiring the RH Common Units solely for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof that would cause such Contributing Party Equity Contributor to be deemed an “underwriter”, as defined in Section 2(11) of the Securities Act, or that would require registration under the Securities Act or applicable state or other securities laws. Such Contributing Party Equity Contributor acknowledges and understands that the RH Common Units have not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing such RH Common Units will bear a legend to the foregoing effect. (de) Such Contributing Party Equity Contributor acknowledges that the RH Common Units being acquired by such Contributing Party Equity Contributor were not offered to such Contributing Party Equity Contributor by means of publicly disseminated advertisements or sales literature, nor is such Contributing Party Equity Contributor aware of any offers made to any other Contributing Party by such means. (ef) Such Contributing Party Equity Contributor acknowledges and understands that it must bear the economic risk of its investment in the RH Common Units for an indefinite period of time because the RH Common Units must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

Securities Act Representations. (a) Such Contributing Party Asset Contributor is an Accredited Investor (as such term is used in Rule 501 under the Securities ActAct and as set forth in Exhibit G hereto), is able to bear the economic risk of its investment contemplated hereby in the Common Units and has sufficient net worth to sustain a loss of its entire investment in Remora Holdings and the Company MLP without economic hardship if such loss should occur. Such Contributing Party Asset Contributor understands and acknowledges that the Company MLP, the GP and its directors, Affiliates, attorneys and agents are relying on this certification. (b) Such Contributing Asset Contributor understands that the acquisition of the Common Units involves numerous risks. Such Asset Contributor is capable of analyzing and investing in companies like the MLP and is capable of evaluating the merits and risks of its investment in the MLP and has the capacity to protect its own interests. To the extent necessary, such Asset Contributor has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the acquisition of the Common Units and the other transactions contemplated by this Agreement, it being understood that neither the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings nor any other party in connection therewith has retained legal or financial advisors on behalf of such Asset Contributor. Further, such Asset Contributor acknowledges that ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. has been retained as legal counsel only to the MLP and the ▇▇▇▇▇▇▇ Art Foundation in connection with the transactions contemplated by this Agreement and the proposed Initial Public Offering, and does not represent any other Party to this Agreement. (c) Such Asset Contributor has had an opportunity to discuss the CompanyMLP’s business, management and financial affairs with the members of the CompanyGP’s management. Such Contributing Party Asset Contributor has also had an opportunity to ask questions of the officers of the CompanyGP, which questions were answered to its satisfaction. Such Contributing Party Asset Contributor acknowledges that it is familiar with all aspects of the CompanyMLP’s business. Except as expressly set forth in ARTICLE IV and ARTICLE Article V, such Contributing Party Asset Contributor has received no representations or warranties from the CompanyMLP, Remora the GP, Intermediate GP, Intermediate Holdings, Holdings or their respective employees, Affiliates, attorneys, accountants or agents. (cd) Such Contributing Party Asset Contributor is acquiring the RH Common Units solely for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof that would cause such Contributing Party Asset Contributor to be deemed an “underwriter”, as defined in Section 2(11) of the Securities Act, or that would require registration under the Securities Act or applicable state or other securities laws. Such Contributing Party Asset Contributor acknowledges and understands that the RH Common Units have not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing such RH Common Units will bear a legend to the foregoing effect. (de) Such Contributing Party Asset Contributor acknowledges that the RH Common Units being acquired by such Contributing Party Asset Contributor were not offered to such Contributing Party Asset Contributor by means of publicly disseminated advertisements or sales literature, nor is such Contributing Party Asset Contributor aware of any offers made to any other Contributing Party by such means. (ef) Such Contributing Party Asset Contributor acknowledges and understands that it must bear the economic risk of its investment in the RH Common Units for an indefinite period of time because the RH Common Units must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

Securities Act Representations. (a) Such Contributing Party is an Accredited Investor Burlington represents that it understands that the Stock Consideration will not be registered pursuant to the registration requirements of the Securities Act (as such term is used in Rule 501 under the Securities Act), is able to bear the economic risk of its investment contemplated hereby hereinafter defined) and has sufficient net worth to sustain a loss of its entire investment in Remora Holdings and the Company without economic hardship if such loss should occur. Such Contributing Party understands and acknowledges that the Company resale of such shares is subject to certain restrictions hereunder and its directors, Affiliates, attorneys under federal and agents are relying on this certification. (b) Such Contributing Party has had an opportunity to discuss the Company’s business, management and financial affairs with the members of the Company’s managementstate securities laws. Such Contributing Party has also had an opportunity to ask questions of the officers of the Company, which questions were answered to its satisfaction. Such Contributing Party acknowledges Burlington represents that it is familiar with all aspects of the Company’s business. Except as expressly set forth in ARTICLE IV and ARTICLE V, acquiring such Contributing Party has received no representations or warranties from the Company, Remora Holdings, or their respective employees, Affiliates, attorneys, accountants or agents. (c) Such Contributing Party is acquiring the RH Units solely for investment shares for its own account, not as a nominee or agent, and not with a view to the view to, or for resale in connection with, any distribution thereof that would cause such Contributing Party to be deemed an “underwriter”, as defined in Section 2(11) violation of the Securities Act, or that would require registration under the Securities Act or applicable state or other securities laws. Such Contributing Party acknowledges Burlington further represents that it has been advised and understands that the RH Units have since such APRO Common Stock has not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing Act, such RH Units will bear a legend to the foregoing effect. (d) Such Contributing Party acknowledges that the RH Units being acquired by such Contributing Party were not offered to such Contributing Party by means of publicly disseminated advertisements or sales literature, nor is such Contributing Party aware of any offers made to any other Contributing Party by such means. (e) Such Contributing Party acknowledges and understands that it must bear the economic risk of its investment in the RH Units for an indefinite period of time because the RH Units APRO Common Stock must be held indefinitely unless subsequently (A) the distribution of such APRO Common Stock has been registered under the Securities Act and applicable state Act, (B) a sale of such APRO Common Stock is made in conformity with the holding period, volume and other securities laws limitations of Rule 144 promulgated by the SEC under the Securities Act, or unless an (C) in the opinion of counsel reasonably acceptable to APRO, some other exemption from such registration is availableavailable with respect to any proposed sale, transfer or other disposition of such APRO Common Stock. (b) Burlington represents that it has been advised and understands that, subject to applicable securities laws, stop transfer instructions will be given to APRO’s transfer agent with respect to such shares of APRO Common Stock and that a legend setting forth the following restrictions on transfer will be set forth on the certificates for such shares of APRO Common Stock or any substitutions therefor: “THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES EVIDENCED BY THIS CERTIFICATE NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF (i) REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR (ii) A VALID EXEMPTION THEREFROM.” (c) Burlington is an “accredited investor” (as such term is defined in Regulation D under the Securities Act) with respect to APRO.