(h) All documents, records, and books pertaining to the investment in the Warrant Shares and Additional Shares have been made available for inspection by such Holder and his, her or its Advisers, if any.
(i) The Holder and the Holders Advisers, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning this Agreement and the business, financial condition and results of operations of the Company, and all such questions have been answered to the full satisfaction of the Holder and Advisers, if any.
(j) In evaluating the suitability of an investment in the Company, the Holder has not relied upon any representation or information (oral or written) other than as stated in this Agreement.
(k) 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 Agreement or the transactions contemplated hereby.
(l) The Holder is aware that an investment in the Warrant Shares and Additional Shares 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, 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 Holder if the Holder is not able to participate in future offerings.
4. Reliance. The Holder acknowledges and understands that the Company has agreed to the terms of this Agreement in reliance upon the Holders representations, warranties and covenants made in this Agreement.
5. Modification. This Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom any such modification or waiver is sought.
6. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters.
7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.
8. Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
9. Successors. This Agreement shall be binding upon and inure to the benefit of the Holder and the Company and the respective successors and permitted assigns of each.
10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.