Common use of VENDOR'S REPRESENTATIONS Clause in Contracts

VENDOR'S REPRESENTATIONS. The Company is issuing the Conversion Shares to Vendor in reliance upon the following representations made by Vendor: (a) Vendor is acquiring the Conversion Shares for investment for his own account and not with the view to, or for resale in connection with, any distribution thereof. Vendor understands and acknowledges that the Conversion Shares have not been registered under the Act or any state securities laws, by reason of a specific exemption from the registration provisions of the Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent and other representations of Vendor as expressed herein. Vendor further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Conversion Shares. (b) Vendor (i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of the Company; (ii) has received or has been provided access to all material information concerning an investment in the Company; and (iii) has been given the opportunity to obtain any additional information or documents from, and to ask questions and receive answers of, the officers, directors and representatives of the Company to the extent necessary to e▇▇▇▇▇▇▇ the merits and risks related to an investment in the Company represented by the Conversion Shares. (c) As a result of Vendor’s study of the aforementioned information and Vendor’s prior overall experience in financial matters, and Vendor’s familiarity with the nature of businesses such as the Company, Vendor is properly able to evaluate the capital structure of the Company, the business of the Company, and the risks inherent therein. (d) Vendor’s investment in the Company pursuant to this Agreement is consistent, in both nature and amount, with Vendor’s overall investment program and financial condition. (e) Vendor’s financial condition is such that Vendor can afford to bear the economic risk of holding the Conversion Shares, and to suffer a complete loss of Vendor’s investment in the Company represented by the Conversion Shares. (f) Vendor understands that no public market now exists for the Conversion Shares, and there may never be a public market for, the Company’s Common Stock, including the Conversion Shares. (g) All action on the part of Vendor necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of Vendor hereunder and thereunder has been taken, and this Agreement, assuming due execution by the parties hereto, constitutes valid and legally binding obligations of Vendor, enforceable in accordance with its terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights. (h) Vendor realizes that because of the inherently speculative nature of businesses of the kind conducted and contemplated by the Company, the Company’s financial results may be expected to fluctuate from month to month and from period to period and will, generally, involve a high degree of financial and market risk that could result in substantial or, at times, even total losses for investors in securities of the Company.