Common use of The Subscriber’s representations and warranties Clause in Contracts

The Subscriber’s representations and warranties. The Subscriber makes the following representations and warranties to the Company: (a) The Subscriber is purchasing the Shares for the Subscriber's own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision thereof. The Subscriber also represents that the entire legal and beneficial interest of the Shares that the Subscriber is purchasing is being purchased for, and will be held for, the Subscriber's account only. (b) The Subscriber recognizes that investment in the Shares involves substantial risks and has taken full cognizance of and understands all of the risks related to the purchase of the Shares. In making the Subscriber's decision to invest in the Shares, the Subscriber has relied on the information provided by the Company and certain documents and materials delivered by the Company, and on the Subscriber's own independent investigations and/or those of the Subscriber's own professional tax and other advisors. The Subscriber has been given the opportunity to obtain information and to examine all documents relating to the Company, and to ask questions of, and to receive answers from, the officers of the Company concerning the Company, the officers and directors and the terms and conditions of this investment and to obtain any additional information, to the extent the Company possesses such information or could acquire it without unreasonable effort or expense, to verify the accuracy of any information previously furnished. All such questions have been answered to the full satisfaction of the Subscriber, and all information and documents, records and books pertaining to this investment, which the Subscriber has requested have been made available to the Subscriber.

The Subscriber’s representations and warranties. The Subscriber Subscribers makes the following representations and warranties to the Company: (a) The Subscriber Each of the Subscribers is purchasing the Shares for the Subscriber's own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision thereof. The Subscriber Each of the Subscribers also represents that the entire legal and beneficial interest of the Shares that the Subscriber is purchasing is being purchased for, and will be held for, the Subscriber's Subscribers' account only. (b) The Subscriber Each of the Subscribers recognizes that investment in the Shares involves substantial risks and has taken full cognizance of and understands all of the risks related to the purchase of the Shares. In making the Subscriber's decision to invest in the Shares, each of the Subscriber Subscribers has relied on the information provided by the Company and certain documents and materials delivered by the Company, and on the Subscriber's own independent investigations and/or those of the Subscriber's own professional tax and other advisors. The Subscriber Each of he Subscribers has been given the opportunity to obtain information and to examine all documents relating to the Company, and to ask questions of, and to receive answers from, the officers of the Company concerning the Company, the officers and directors and the terms and conditions of this investment and to obtain any additional information, to the extent the Company possesses such information or could acquire it without unreasonable effort or expense, to verify the accuracy of any information previously furnished. All such questions have been answered to the full satisfaction of each of the SubscriberSubscribers, and all information and documents, records and books pertaining to this investment, which the Subscriber has requested have been made available to the Subscriber. (c) Each of the Subscribers believes that he has such knowledge and experience in financial and business matters to evaluating the merits and risks of the prospective investment in the Shares. (d) Each of the Subscribers is able to (i) hold the Shares for an indefinite period of time, (ii) bear the economic risk of the Subscriber's investment in the Shares, and (iii) withstand a complete loss of such investment. (e) Each of the Subscribers is aware that the Shares have not been registered under the Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any state, based in part upon representations set forth herein. Each of the Subscribers understands that the Shares subscribed for hereunder may not be offered, sold, transferred, pledged or hypothecated to any person in the absence of registration under the Securities Act or an opinion of counsel satisfactory to the Company that such registration is not required. The Subscriber understands that the Company does not plan, and is under no obligation to provide for, registration of the Shares in the future. Accordingly, any subsequent sale of part or all of the Subscriber's interest in the Shares will be permissible only if an exemption from the applicable registration provisions of federal and state law is available at the time of the proposed disposition. Even if such an exemption is available, the assignability and transfer of the Shares is subject to limitations imposed by this Agreement. (f) Each of the Subscribers further understands that a legend in substantially the following form will be placed upon all documents evidencing the Shares and that similar notations may be made on the Company records as a means of preventing the disposition of the Shares other than in accordance with this Agreement and applicable law: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION UNDER ALL APPLICABLE (g) Each of the Subscribers has the power and authority to execute and comply with the terms of this Agreement and the person executing said documents on its behalf has the necessary power to do so. (h) Each of the Subscribers represents and warrants that he is an "Accredited Investor" as that term is defined in Rule 501(a) of Regulation D of the Securities Act, or the Subscriber, either alone or with his purchaser representative, has such knowledge and experience in business and financial matters that he is capable of evaluating the merits and risks of an investment in the Shares.