Common use of Own Account Clause in Contracts

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and such Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such Purchaser (i) understands that the Additional Securities are “restricted securitiessecurity” and have not been registered under the Securities Act or any applicable state securities law and law, (ii) is acquiring the Additional Securities as principal for its own account and not with a view to or for distributing or reselling such Additional Securities or any part thereof in violation of the Securities Act or any applicable state securities law, (iii) has no present intention of distributing any of such Securities securities in violation of the Securities Act or any applicable state securities law and (iv) has no direct or indirect arrangement or understandings understanding with any other persons to distribute or regarding the distribution of such Additional Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities Additional Underlying Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Additional Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may does not be able have any agreement or understanding, directly or indirectly, with any Person to sell distribute any of the Additional Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementAdditional Underlying Shares.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such If such Purchaser is not an individual, such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Each Purchaser understands that it may not be able to sell any of who is an individual must also fill out an individual investor questionnaire provided by Westminster and deliver such questionnaire at the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementClosing.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may does not be able have any agreement or understanding, directly or indirectly, with any Person to sell distribute any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementSecurities.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law law, and such Purchaser is acquiring the Securities as principal solely for its own account and not for sale or with a view to or for distributing or reselling distribution of such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons Persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) laws or, subject to Section 4.19, the Purchaser’s right to engage in violation of the Securities Act or any applicable state securities lawShort Sales). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such If such Purchaser is not an individual, such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Each Purchaser understands that it may not be able to sell any of who is an individual must also fill out an individual investor questionnaire provided by Midtown and deliver such questionnaire at the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementClosing.

Own Account. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement Statement(s) or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement).

Own Account. Such Purchaser The Holder understands that the Securities Additional Debentures are “"restricted securities” " and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Additional Debentures as principal for its own account and not with a view to or for distributing or reselling such Securities Additional Debenture or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings understanding with any other persons to distribute or regarding the distribution of such Securities Additional Debentures (this representation and warranty not limiting such Purchaser’s Holder's right to sell the Securities Additional Underlying Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser The Holder is acquiring the Securities Additional Debentures hereunder in the ordinary course of its business. Such Purchaser understands that it may The Holder does not be able have any agreement or understanding, directly or indirectly, with any Person to sell distribute any of the Securities without prior registration under the Securities Act Additional Debentures or the existence of an exemption from such registration requirementAdditional Underlying Shares.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to sell buy, purchase or otherwise acquire or take a pledge of) any of the Securities without prior registration under Shares except pursuant to and in accordance with the Securities Act or the existence of an exemption from such registration requirementAct.

Own Account. Such Purchaser understands that (i) the Securities are “restricted securities” and that the offer and sale of the Securities have not been registered under the Securities Act or any applicable state securities law and (ii) the Securities must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings understanding with any other persons to distribute or Persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the a Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such Purchaser understands that the Securities Subscription Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Subscription Shares as principal for its own account and not with a view to or for distributing or reselling such Securities Subscription Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities Subscription Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities Subscription Shares (this representation and warranty not limiting such Purchaser’s right to sell the Securities Subscription Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities Subscription Shares hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Subject to the restrictions contained in this Agreement and the Warrant, the Purchaser understands that it may not be able transfer the Securities to sell any an entity owned by accredited investors which is managed by an Affiliate of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementPurchaser.

Own Account. Such Purchaser understands that (i) the Securities are “"restricted securities” " and that the offer and sale of the Securities have not been registered under the Securities Act or any applicable state securities law and (ii) the Securities must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings understanding with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s 's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may does not be able have any agreement or understanding, directly or indirectly, with any Person to sell distribute any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementSecurities.

Own Account. Such Purchaser understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Shares as principal for its own account and not with a view to or for distributing or reselling such Securities Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities Shares (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise Shares in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities Shares hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities Shares without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any is a resident of the Securities without prior registration under the Securities Act either a foreign jurisdiction or the existence of an exemption from state set forth in the “Address for Notice” included on such registration requirementPurchaser’s signature page hereto.

Own Account. Such Purchaser understands that the Securities Units, Debentures, Warrants and Underlying Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Units as principal for its own account and not with a view to or for distributing or reselling such Securities securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings understanding with any other persons to distribute or regarding the distribution of such Securities securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities securities hereunder in the ordinary course of its business. Such Purchaser understands that it may does not be able have any agreement or understanding, directly or indirectly, with any Person to sell distribute any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementsecurities.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it may (i) is not material and (ii) would be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementcompetitively harmful if publicly disclosed.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation ). Such Purchaser understands that any transfer of the Securities will be made only in compliance with the Securities Act or any and applicable state securities lawlaws. Such Purchaser understands that any transfer of the Securities will be made only in compliance with the Securities Act and applicable state securities laws. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) ). Such Purchaser represents that it is familiar with Rule 144, as presently in violation of effect, and understands the resale limitations imposed thereon by the Securities Act and will not be able to resell or any otherwise transfer such Securities unless they are registered under the Securities Act and registered or qualified under applicable state securities lawlaws, or an exemption from such registration or qualification is available. Such Purchaser has no immediate need for liquidity in connection with this investment. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such the Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such The amount of shares the Purchaser understands that it may not be able is acquiring pursuant to sell any this Agreement will result in owning less than 10% of the Securities without prior registration outstanding shares of the Company; and in the absence of other conditions that may cause an alteration of the Purchaser’s status, the Purchase may resale or dispose of the Shares as a non-affiliated stockholder under the Securities Act or the existence Rule 144 after a holding period of an exemption from such registration requirementone year.

Own Account. Such Purchaser understands and acknowledges that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities or “blue sky” law and represents, warrants and covenants that such Purchaser is acquiring the Securities and, upon exercise of the Warrants will acquire the Warrant Shares issuable upon exercise thereof, as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings understanding with any other persons to distribute or Persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may does not be able have any agreement or understanding, directly or indirectly, with any Person with respect to sell the holding, distribution or voting of any of the Securities. The Purchaser is aware that (i) the Securities without prior registration are not currently eligible for sale in reliance upon Rule 144 promulgated under the Securities Act or Act, and (ii) the existence of an exemption from such registration requirementCompany has no obligation to register the Securities subscribed for hereunder, except as provided in the Registration Rights Agreement.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to sell buy, purchase or otherwise acquire or take a pledge of) any of the Securities without prior registration under Ordinary Shares except pursuant to and in accordance with the Securities Act or the existence of an exemption from such registration requirementAct.

Own Account. Such Purchaser understands that the Securities Warrant and Warrant Shares (and, if unregistered, the Additional Shares) are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and law. Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities Shares immediately pursuant to the Registration Statement exemption under Section 4(1) or otherwise sell the Warrants or Warrant Shares pursuant to a registration statement or to sell the Securities in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Unless otherwise noted on such Purchaser’s signature page hereto, such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act is a resident of, or organized under, either a foreign jurisdiction or the existence of an exemption from state set forth in the “Address for Notice” included on such registration requirementPurchaser’s signature page hereto.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold Securities for any period of time. Such Purchaser understands that it may does not be able have any agreement or understanding, directly or indirectly, with any Person to sell distribute any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementSecurities.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Notwithstanding the foregoing, Purchaser understands that it may not be able assign his rights and obligations in connection with the Securities pursuant to sell any Section 9 of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementDebentures.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such If such Purchasr is not an individual, such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such If such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of is an exemption from individual, such registration requirementPurchaser must fill out an individual investor questionnaire provided by Empire Financial and deliver such questionnaire if requested by Empire Financial.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such If such Purchaser is not an individual, such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Each Purchaser understands that it may not be able to sell any of who is an individual must also fill out an individual investor questionnaire provided by Midtown and deliver such questionnaire at the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementFirst Closing.

Own Account. Such The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and that Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such the Purchaser’s right to sell the Securities pursuant to the Registration Statement a registration statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such business and if not an individual, such Purchaser understands also represents that it may such Purchaser has not be able to sell any been formed for the specific purpose of acquiring the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementSecurities.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities for any period of time. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such Purchaser (i) understands that the Securities Debentures are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and law, (ii) is acquiring the Securities Debentures as principal for its own account and not with a view to or for distributing or reselling such Securities Debentures or any part thereof in violation of the Securities Act or any applicable state securities law, (iii) has no present intention of distributing any of such Securities securities in violation of the Securities Act or any applicable state securities law and (iv) has no direct or indirect arrangement or understandings understanding with any other persons to distribute or regarding the distribution of such Securities Debenture (this representation and warranty not limiting such Purchaser’s right to sell the Securities Underlying Shares pursuant to the Registration Statement a registration statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities Debenture hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement a registration statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may does not be able have any agreement or understanding, directly or indirectly, with any Person to sell distribute any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementSecurities.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such If such Purchaser is not an individual, such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such If such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of is an exemption from individual, such registration requirementPurchaser must fill out an individual investor questionnaire provided by Empire Financial and deliver such questionnaire if requested by Empire Financial.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.Exhibit 99.1

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Notwithstanding the foregoing, however, by making the representations herein, such Purchaser understands that it may does not be able agree, or make any representation or warranty, to sell hold any of the Securities without prior for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act or the existence of an exemption from such registration requirementAct.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such If such Purchaser is not an individual, such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such If such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of is an exemption from individual, such registration requirementPurchaser must fill out an individual investor questionnaire provided by Westminster and deliver such questionnaire if requested by Westminster.

Own Account. Such Purchaser understands that (i) the Securities are “restricted securities” and that the offer and sale of the Securities have not been registered under the Securities Act or any applicable state securities law and (ii) the Securities must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings understanding with any other persons to distribute or Persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the a Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such If such Purchaser is not an individual, such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Each Purchaser understands that it may not be able to sell any of who is an individual must also fill out an individual investor questionnaire provided by the Securities without prior registration under Company and deliver such questionnaire at the Securities Act or the existence of an exemption from such registration requirementClosing.

Own Account. Such Purchaser understands that the Securities are being offered and sold in a private offering exempt from registration under the Securities Act, pursuant to Regulation D and/or Regulation S thereunder. As a result, the Securities are “restricted securities” and that have not been registered under the Securities Act or any applicable state securities law and may not be offered or sold by the Purchasers absent registration under the Securities Act or in reliance on an available exemption from registration. Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such If such Purchaser is not an individual, such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Each Purchaser understands that it may not be able to sell any of who is an individual must also fill out an individual investor questionnaire provided by the Securities without prior registration under placement agent and deliver such questionnaire at the Securities Act or the existence of an exemption from such registration requirementClosing.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such If such Purchaser is not an individual, such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Each Purchaser understands that it may not be able to sell any of who is an individual must also fill out an individual investor questionnaire provided by the Securities without prior registration under Company and deliver such questionnaire at the Securities Act or the existence of an exemption from such registration requirementClosing.

Own Account. Such Purchaser Holder understands that the Securities are Warrants and the Warrant Shares, when issued, will be “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Warrants and Warrant Shares as principal for its own account and not with a view to or for distributing or reselling such Securities Warrants and Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities Warrants and Warrant Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Warrants or Warrant Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such PurchaserHolder’s right to sell the Securities Warrants and Warrant Shares pursuant to the Registration Statement a registration statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser Holder is acquiring the Securities Warrants and Warrant Shares hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell any of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirement.

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that it may not be able to sell no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities without prior registration under the Securities Act or the existence of an exemption from such registration requirementSecurities.