Common use of Accredited Investor; Investment Intent Clause in Contracts

Accredited Investor; Investment Intent. 4.2.1 This Agreement is made with such Purchaser in reliance upon such Purchaser’s representation to Borrower and Parent, which by such Purchaser’s execution of this Agreement, such Purchaser hereby confirms, that (A) the Securities to be acquired by such Purchaser are being acquired for investment for such Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, except that (without any limitation on such Purchaser’s rights to sell, assign or otherwise transfer all or any part of the Securities to be acquired by such Purchaser) such Purchaser may, in its sole discretion grant one or more participation interests in the Securities to be acquired by such Purchaser; and (B) such Purchaser has full power and authority to enter into this Agreement. 4.2.2 Such Purchaser has not been attracted to the purchase of the Securities by any general publication or advertising. 4.2.3 Such Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Securities to be acquired by such Purchaser, and represents that it has had an opportunity to ask questions and receive answers from Borrower and Parent regarding Borrower and Parent, their business and prospects, and the terms and conditions of the offering of the Securities. The foregoing, however, does not limit or modify the representations and warranties of the Credit Parties contained in this Agreement or any of the other Loan Documents. 4.2.4 Such Purchaser has not been organized for the purpose of acquiring the Securities and is an investor in securities of privately-held companies and acknowledges that it is able to protect its interests in connection with the purchase of the Securities to be acquired by such Purchaser, can bear the economic risk of its investment with full understanding that it can lose its entire investment in the Securities without producing a material adverse change in its financial condition, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities to be acquired by such Purchaser. 4.2.5 Such Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission, as presently in effect and is a small business investment company licensed by the Small Business Administration. 4.2.6 Such Purchaser understands that (A) neither the Securities to be acquired by such Purchaser nor the sale thereof to it has been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities law; (B) no registration statement has been filed with the Commission, nor with any other regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as such Purchaser by an impartial review of such a registration statement by the Commission or other regulatory commission will not be forthcoming; and (C) the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from Borrower and Parent in a transaction not involving a public offering and that under such laws and applicable regulations such Securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with the Commission’s Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Purchaser further represents that such Purchaser shall not sell, assign or transfer the Securities except for sales, assignments or transfers pursuant to an effective registration statement or Rule 144 promulgated under the Securities Act. Such Purchaser shall not knowingly transfer the Securities to any Person who is a competitor of any Credit Party.

Accredited Investor; Investment Intent. 4.2.1 This Agreement Seller is made a knowledgeable investor and acknowledges that it has received or had access to all information concerning Parent that it required to make an investment decision with such Purchaser in reliance upon such Purchaser’s representation to Borrower and Parent, which by such Purchaser’s execution of this Agreement, such Purchaser hereby confirms, that (A) the Securities to be acquired by such Purchaser are being acquired for investment for such Purchaser’s own account, not as a nominee or agent, and not with a view respect to the resale or distribution of any part thereof, except that Parent Consideration Shares and has had the ability to evaluate (without any limitation on such Purchaser’s rights to sell, assign or otherwise transfer all or any part of the Securities to be acquired by such Purchaserand in fact has evaluated) such Purchaser may, in its sole discretion grant one or more participation interests in information. In making the Securities to be acquired by such Purchaser; and (B) such Purchaser has full power and authority decision to enter into this Agreement. 4.2.2 Such Purchaser Agreement and to consummate the transactions contemplated hereby, Seller has not been attracted to the purchase of the Securities by any general publication or advertising. 4.2.3 Such Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Securities to be acquired by such Purchaser, and represents that it has had an opportunity to ask questions and receive answers from Borrower and Parent regarding Borrower and Parent, their business and prospects, and the terms and conditions of the offering of the Securities. The foregoing, however, does not limit or modify relied on the representations and warranties of Buyer and Parent and its own independent due diligence investigation of Parent and (subject to the Credit Parties contained in foregoing) Seller has been advised by and has relied solely on its own expertise and legal, land, tax, reservoir engineering and other professional counsel concerning the transactions contemplated by this Agreement or any of Agreement, the other Loan Documents. 4.2.4 Such Purchaser has not been organized for the purpose of acquiring the Securities and is an investor in securities of privately-held companies and acknowledges that it is able to protect its interests in connection with the purchase of the Securities Parent Consideration Shares to be acquired pursuant to this Agreement and the value thereof. Neither such inquiries nor any other due diligence investigations conducted at any time by such PurchaserSeller or its representatives shall modify, can bear amend or affect Seller’s right (i) to rely on the economic risk representations and warranties of its investment Buyer and Parent contained in Section 4.2 and 4.3 or (ii) to indemnification or any other remedy based on, or with full understanding that it can lose its entire investment respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in the Securities without producing a material adverse change in its financial condition, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities to be acquired by such Purchaser. 4.2.5 Such Purchaser this Agreement. Seller is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission, as presently in effect and is a small business investment company licensed by the Small Business Administration. 4.2.6 Such Purchaser understands that (A) neither the Securities to be acquired by such Purchaser nor the sale thereof to it has been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities law; (B) no registration statement has been filed with the Commission, nor with any other regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as such Purchaser by an impartial review of such a registration statement by the Commission or other regulatory commission will not be forthcoming; and (C) the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from Borrower and Parent in a transaction not involving a public offering and that under such laws and applicable regulations such Securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with the Commission’s Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Purchaser further represents that such Purchaser shall not sell, assign or transfer the Securities except for sales, assignments or transfers pursuant to an effective registration statement or Rule 144 promulgated under the Securities Act. Such Purchaser shall , as amended by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, is acquiring the Parent Consideration Shares for its own account and not knowingly transfer with a current intent to make a distribution within the meaning of the Securities to any Person who is Act or a competitor distribution thereof in violation of any Credit Partyother applicable securities Laws and is able to bear the economic risk and lack of liquidity inherent in holding the Parent Consideration Shares. Seller is not a “related person” of Buyer or Parent as defined in Item 404 of Regulation S-K under the Securities Act.

Accredited Investor; Investment Intent. 4.2.1 This Agreement is made In connection with such Purchaser in reliance upon such Purchaser’s representation the issuance and sale of the Preferred Shares pursuant to Borrower and Parent, which by such Purchaser’s execution of this Agreement, such Purchaser hereby confirmseach of Spescom and Spescom UK, that (A) severally, further represents and warrants to the Securities to be acquired by such Purchaser are being acquired Company as follows: 5.4.1. It is acquiring the Preferred Shares for investment its own account as principal, for such Purchaser’s own account, not as a nominee or agentinvestment, and not with a view to the distribution or resale or distribution of any part thereof, except that (without any limitation on such Purchaser’s rights to sellin whole or in part, assign or otherwise transfer all or any part in violation of the Securities to be acquired by such PurchaserAct or any applicable state securities law, and it has no present intention of selling, negotiating or otherwise disposing of the Preferred Shares. 5.4.2. It understands that (i) such Purchaser may, in its sole discretion grant one or more participation interests in the Preferred Shares have not been registered under the Securities to Act, and as such, such Preferred Shares are “restricted securities” as defined in Rule 144; (ii) the Preferred Shares may not be acquired by such Purchaserresold unless they are registered under the Securities Act or unless an exemption therefrom is available; (iii) the availability of Rule 144 for the sale and (B) such Purchaser has full power and authority to enter into this Agreement. 4.2.2 Such Purchaser has not been attracted to the purchase transfer of the Securities by any general publication or advertising. 4.2.3 Such Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Securities to be acquired by such PurchaserPreferred Shares is limited, and represents that certain conditions and events must exist and occur before it has had an opportunity to ask questions and receive answers from Borrower and Parent regarding Borrower and Parent, their business and prospects, and the terms and conditions of the offering of the Securities. The foregoing, however, does not limit or modify the representations and warranties of the Credit Parties contained in this Agreement or any of the other Loan Documents. 4.2.4 Such Purchaser has not been organized for the purpose of acquiring the Securities and is an investor in securities of privately-held companies and acknowledges that it is would be able to protect its interests utilize Rule 144 in connection with the purchase sale or other disposition of the Preferred Shares. 5.4.3. It is an “accredited investor” under Rule 501(a) under the Securities to be acquired by such Purchaser, can bear the economic risk of Act. It understands that its investment with full understanding that it can lose its entire investment in the Securities without producing Preferred Shares involves a material adverse change in its financial condition, and high degree of risk. It has such knowledge and experience in financial or and business matters that it is capable of evaluating the merits and risks of the investments contemplated by this Agreement. It has been afforded, to its satisfaction, the opportunity to review the financial and other information which it has requested from the Company, and to obtain such additional publicly available information concerning the Company and its business, and to ask such questions and receive such answers (based upon publicly available information), as it deems necessary to make an informed investment in the Securities to be acquired by such Purchaserdecision. 4.2.5 Such Purchaser 5.4.4. It understands that the Preferred Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. securities laws and that the Company is an “accredited investor” within relying of the meaning truth and accuracy of, and its compliance with, the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the availability of Rule 501 such exemptions and the eligibility of Regulation D promulgated it to acquire the Preferred Shares. 5.4.5. Notwithstanding anything in this Section 5.4 to the contrary, it may transfer and assign its rights and obligations under this Agreement to one or more of its wholly-owned subsidiaries, provided that any such subsidiary shall agree to become bound by the Commissionterms of this Agreement, including the representations and warranties contained in this Section 5.4, and provided, further that Spescom and Spescom UK, as presently in effect and is a small business investment company licensed by applicable, shall remain liable for the Small Business Administrationperformance of its obligations hereunder notwithstanding any such assignment. 4.2.6 Such Purchaser understands that (A) neither the Securities to be acquired by such Purchaser nor the sale thereof to it has been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities law; (B) no registration statement has been filed with the Commission, nor with any other regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as such Purchaser by an impartial review of such a registration statement by the Commission or other regulatory commission will not be forthcoming; and (C) the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from Borrower and Parent in a transaction not involving a public offering and that under such laws and applicable regulations such Securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with the Commission’s Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Purchaser further represents that such Purchaser shall not sell, assign or transfer the Securities except for sales, assignments or transfers pursuant to an effective registration statement or Rule 144 promulgated under the Securities Act. Such Purchaser shall not knowingly transfer the Securities to any Person who is a competitor of any Credit Party.

Accredited Investor; Investment Intent. 4.2.1 This Agreement Xxxxxx Xxxxxx, a Seller hereunder, is made with such Purchaser an "accredited investor" as defined in reliance upon such Purchaser’s representation to Borrower and Parent, which by such Purchaser’s execution Section 501 of this Agreement, such Purchaser hereby confirms, that (A) Regulation D under the Securities to be acquired by Act, and Xxxxxxx X. Xxxxxxxx, the other Seller hereunder, is not such Purchaser are being acquired an “accredited investor”. Each of the Sellers is acquiring the Consideration for investment for such Purchaser’s his own account, not as a nominee or agent, and for the purpose of investment only. Sellers are acquiring the Consideration not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities Laws. Sellers have not, directly or indirectly, offered the Consideration to anyone or solicited any offer to buy the resale or distribution Consideration from anyone, so as to bring such offer and sale of any part thereof, except that (without any limitation on such Purchaser’s rights to sell, assign or otherwise transfer all or any part the Consideration by the Sellers within the registration requirements of the Securities to be acquired by Act. Sellers agree and acknowledge that (i) the Consideration is not registered under any federal or state securities laws, (ii) certificates evidencing such Purchasershares shall bear appropriate restrictive legends, (iii) such Purchaser may, in its sole discretion grant one shares must be held indefinitely unless and until they are subsequently registered or more participation interests in the Securities to be acquired by such Purchaser; an exemption from registration becomes available and (Biv) FROZ shall have the right to direct the transfer agent of its common stock to place a stop transfer order against such Purchaser has full power and authority to enter into this Agreement. 4.2.2 Such Purchaser has certificates. Accordingly, each Seller will not been attracted to the purchase of the Securities by any general publication sell, convey, transfer or advertising. 4.2.3 Such Purchaser has received all the information it considers necessary or appropriate offer for deciding whether to purchase the Securities to be acquired by such Purchaser, and represents that it has had an opportunity to ask questions and receive answers from Borrower and Parent regarding Borrower and Parent, their business and prospects, and the terms and conditions of the offering of the Securities. The foregoing, however, does not limit or modify the representations and warranties of the Credit Parties contained in this Agreement or sale any of the other Loan Documents. 4.2.4 Such Purchaser Consideration except in compliance with the Securities Act, any applicable state securities Laws or pursuant to any exemption therefrom. Sellers have been furnished with, or have been provided access to, all reports that FROZ has not filed with the U.S. Securities and Exchange Commission, and anything else which the Sellers have requested relating to the foregoing and have been organized for afforded the purpose opportunity to obtain any additional information deemed necessary or advisable by Sellers and/or their respective representatives to evaluate Sellers' acquisition of the Consideration set forth herein. Each Seller believes that he, she or it has been fully apprised of all facts and circumstances necessary to permit him or her to make an informed decision about acquiring the Securities and is an investor in securities of privately-held companies and acknowledges Consideration, that it is able to protect its interests in connection with the purchase of the Securities to be acquired by such Purchaser, can bear the economic risk of its investment with full understanding that it can lose its entire investment in the Securities without producing a material adverse change in its financial condition, and he or she has such sufficient knowledge and experience in business and financial matters, that he or business matters that it she is capable of evaluating the merits and risks of the an investment in the Securities Consideration, that he or she has the capacity to be acquired by such Purchaser. 4.2.5 Such Purchaser is an “accredited investor” within protect his or her own interests in connection with the meaning of Rule 501 of Regulation D promulgated by the Commission, as presently in effect transactions contemplated hereby and is a small business investment company licensed by the Small Business Administration. 4.2.6 Such Purchaser understands that (A) neither the Securities to be acquired by such Purchaser nor the sale thereof to it has been registered under the Securities Act of 1933, as amended (the “Securities Act”), he or under any state securities law; (B) no registration statement has been filed with the Commission, nor with any other regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as such Purchaser by an impartial review of such a registration statement by the Commission or other regulatory commission will not be forthcoming; and (C) the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from Borrower and Parent in a transaction not involving a public offering and that under such laws and applicable regulations such Securities she may be resold without registration under required to hold the Securities Act only Consideration for an indefinite period and acknowledges that he or she can bear the loss of his or her entire investment in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with the Commission’s Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Purchaser further represents that such Purchaser shall not sell, assign or transfer the Securities except for sales, assignments or transfers pursuant to an effective registration statement or Rule 144 promulgated under the Securities Act. Such Purchaser shall not knowingly transfer the Securities to any Person who is a competitor of any Credit PartyConsideration.