Each Lender # represents and warrants, as of the date such Person became a Lender party hereto, to, and # covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

Investment Representations. The Company may require the Participant, as a condition of exercising the Grant to give written assurance in form and substance satisfactory to the Company to the effect that the Participant is acquiring the Common Stock subject to this Grant for his or her own account, for investment and not with any present intention of selling or otherwise distributing the same.

The Participant represents, warrants and covenants as follows:

Additional Representations. Employee further represents and warrants that Employee has not filed any civil action, suit, arbitration, administrative charge, or legal proceeding against any Released Party nor, has Employee assigned, pledged, or hy pothecated as of the Effective Date any Claim to any person and no other person has an interest in the Claims that he is releasing.

Employee Representations. Employee hereby represents and acknowledges to the Company that:

Investment Representations. This Debenture has been issued subject to certain investment representations of the original ​ set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

Employee’s Representations. Employee represents that Employee is not subject to any agreement or obligation that would prevent or limit Employee from entering into this Agreement or that would be breached upon performance of Employee’s duties under this Agreement, including but not limited to any duties owed to any former employers not to compete. If Employee possesses any information that Employee knows or should know is considered by any third party, such as a former employer of Employee’s, to be confidential, trade secret, or otherwise proprietary, Employee shall not disclose such information to [[Organization A:Organization]] or use such information to benefit [[Organization A:Organization]] in any way.

Each such Shareholder understands that the ​ Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws, including those under the Blue Sky Law. Each such Shareholder also understands that the ​ Shares are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act, under [Section 4(2)] and/or Regulation D of the Securities Act. Each such Shareholder acknowledges that ​ will rely on such Shareholder’s representations, warranties and certifications set forth below for purposes of determining such Shareholder’s suitability as an investor in the ​ Shares and for purposes of confirming the availability of the [Section 4(2)] and/or Regulation D exemption from the registration requirements of the Securities Act.

Hainan ​ or ​ understands that the AUFP Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws. Hainan ​ or ​ also understands that the AUFP Shares are being offered pursuant to an exemption from the registration requirements of the Securities Act, under [Section 4(2)] and/or Regulation D of the Securities Act, under [Section 25012(f)]. Hainan ​ or ​ acknowledges that the Shareholders will rely on Hainan ​ or ​ representations, warranties and certifications set forth below for purposes of determining Hainan ​ or ​ suitability as an investor in the AUFP Shares and for purposes of confirming the availability of the [Section 4(2)] and/or Regulation D exemption from the registration requirements of the Securities Act.

Denali Representations. Denali hereby represents and warrants the following to ​: