In connection with my purchase of Solar Power Notes (the “Notes”) from Solar Mosaic, Inc. (“Mosaic”), I hereby represent and warrant as follows:
I am acquiring Notes for investment for my account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933 (the “Securities Act”).
I understand that the Notes have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Notes must be held indefinitely, unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel, in form and substance satisfactory to Mosaic and its counsel, that such registration is not required. I further acknowledge and understand that Mosaic is under no obligation to register the Notes.
I am aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, and the amount of securities being sold during any three month period not exceeding specified limitations. I acknowledge and understand that the conditions for resale set forth in Rule 144 have not been satisfied and that Mosaic has no present plans to satisfy these conditions.
I am aware that my investment in the Notes has limited liquidity and is subject to the risk of complete loss. I am able, without impairing my financial condition, to hold the Notes for an indefinite period and to suffer a complete loss of my investment.