(g) The Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering of the Securities through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet (including, without limitation, internet blogs, bulletin boards, discussion groups and social networking sites) in connection with the Offering and sale of the Securities and is not subscribing for the Securities and did not become aware of the Offering of the Securities through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchaser in connection with investments in securities generally.
(h) The Purchaser, together with its Advisers, if any, has such knowledge and experience in financial, tax, and business matters and, in particular, investments in securities, so as to enable the Purchaser to utilize the information made available in connection with the Offering to evaluate the merits and risks of an investment in the Securities and the Company and to make an informed investment decision with respect thereto.
(i) The Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders fees or the like relating to this Subscription Agreement or the transactions contemplated hereby.
(j) The Purchaser is not relying on the Company or any of its employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Securities, and the Purchaser has relied on the advice of, or has consulted with, only its own Advisers.
(k) The Purchaser is acquiring the Securities (including, upon exercise of the Warrants, the Warrant Shares) solely for such Purchasers own account for investment purposes only and not with a view to or intent of resale or distribution thereof, in whole or in part. The Purchaser has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Subscribed Shares, the Warrants or the Warrant Shares, and the Purchaser has no plans to enter into any such agreement or arrangement.
(l) The Purchaser understands and agrees that the Purchaser must bear the substantial economic risks of the investment in the Securities (including, upon exercise of the Warrants, the Warrant Shares) indefinitely because none of the Securities may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and the applicable securities laws of any state or other jurisdiction or an exemption from such registration is available. Legends shall be placed on the Securities to the effect that they have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and appropriate notations thereof will be made in the Companys stock books. Stop transfer instructions will be placed with the transfer agent of the Securities. There will not be any assurance that such Securities will be freely transferable at any time in the foreseeable future.
(m) The Purchaser has adequate means of providing for such Purchasers current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Securities for an indefinite period of time.
(n) The Purchaser is aware that an investment in the Securities is high risk, involving a number of very significant risks and has carefully read and considered the matters set forth under the caption Risk Factors in the Companys Form 10-K filed with the SEC on July 30, 2021 (including the documents incorporated by reference therein) and in any subsequent reports filed with the SEC (the SEC Filings), and, in particular, acknowledges that the Company (i) has significant operating losses since inception, no revenues to date, and limited assets, (ii) is engaged in a highly competitive business and (iii) will need additional capital, resulting in dilution to the Purchaser if the Purchaser is not able to participate in future offerings.