applicable U.S. federal and state securities laws and that, pursuant to these laws, the Contributor must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Contributor acknowledges that the Company has no obligation to register or qualify the Shares for resale. The Contributor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Contributors control, and which the Company is under no obligation to satisfy and may not be able to satisfy.
3.5 No Public Market. The Contributor understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares.
(a) The Contributor has received all the information he or she considers necessary or appropriate for deciding whether to purchase the Shares. The Contributor further represents that he or she has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, prospects and financial condition of the Company, and answers have been provided to all such questions to the full satisfaction of the Contributor.
(b) The Contributor acknowledges that he, she or it is able to fend for himself or herself, can bear the economic risk of his, her or its investment, and has such knowledge and experience in financial or business matters that the Contributor is capable of evaluating the merits and risks of the investment in the Shares. The Contributor has completed his, her or its own analysis with respect to the terms of this Agreement, and to the extent the Contributor believes such discussion necessary, discussed this Agreement with his or her legal, tax and financial advisers.
(c) Except for the representations and warranties of the Company in Section 2 of this Agreement, the Contributor has not relied on any representations, warranties or other information (whether oral or written) from the Company or any of its managers, officers, equityholders, employees, agents or affiliates.
3.7 No Bad Actor Disqualification Event. The principal place of business of the Contributor or, if the Contributor is an individual, the principal residence of the Contributor, is set forth on Schedule I. No Bad Actor disqualifying event described in Rule 506(d)(1)(i) to (viii) of the Securities Act (a Disqualification Event) is applicable to the Contributor or any of its affiliates, except for a Disqualification Event as to which Rule 506(d)(2)(ii)(iv) or (d)(3), is applicable.
3.8 No General Solicitation. Neither the Contributor, nor any of its officers, directors, employees, agents, equityholders or partners, has either directly or indirectly, including through a broker or finder, (a) engaged in any general solicitation or (b) published any advertisement in connection with the offer and sale of the Shares.