Common use of Economic Risk and Suitability Clause in Contracts

Economic Risk and Suitability. Purchaser represents and warrants as ----------------------------- follows: 3.1 Purchaser acknowledges and realizes that Purchaser's purchase of the Securities involves a high degree of risk and will be a highly speculative investment and that Purchaser is able, without impairing Purchaser's financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of Purchaser's investment. 3.2 Purchaser has carefully considered and has, to the extent Purchaser believes such discussions necessary, discussed with Purchaser's professional, legal, tax and financial advisors the suitability of an investment in the Securities for the particular legal, tax and financial situation of Purchaser and that Purchaser and/or Purchaser's advisors have determined that the Securities are a suitable investment for Purchaser. 3.3 Purchaser has such knowledge and experience in business and financial matters, including without limitation, investment in technology and biotechnology companies, as will enable Purchaser to fend for itself, bear the economic risks of its investment and evaluate the merits and risks of an investment in the Securities and to make an informed investment decision. 3.4 Purchaser has carefully read the Purchase Agreement and all attachments thereto and the Company has made available to Purchaser or Purchaser's advisors all information and documents requested by Purchaser relating to investment in the Securities, and has provided answers to Purchaser's satisfaction to all of Purchaser's questions concerning the Company and the Securities to be acquired. 3.5 Purchaser understands that neither the Company nor any of its officers/directors, has any obligation to register the Securities under any federal or state securities act or law except as otherwise expressly set forth in Section 5.3 of the Annex to the Purchase Agreement. 3.6 All information that Purchaser has provided concerning himself or herself, his or her financial position and (each of) his/her representative(s), if any, is correct and complete as of the date set forth below, and if there should be any material change in such information, Purchaser will provide such information to the Company as soon as practicable thereafter. Exhibit 4.9-1 3.7 Purchaser understands that the Company is relying on the truth and accuracy of the declarations, representations, warranties and agreements made by Purchaser to the Company herein in transferring the Securities to Purchaser. 3.8 Purchaser confirms that Purchaser has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast or television or radio regarding the Offering of the Securities.

Economic Risk and Suitability. Purchaser represents and warrants as ----------------------------- follows: 3.1 Purchaser acknowledges and realizes that Purchaser's purchase of the Securities involves a high degree of risk and will be a highly speculative investment and that Purchaser is able, without impairing Purchaser's financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of Purchaser's investment. 3.2 Purchaser has carefully considered and has, to the extent Purchaser believes such discussions necessary, discussed with Purchaser's professional, legal, tax and financial advisors the suitability of an investment in the Securities for the particular legal, tax and financial situation of Purchaser and that Purchaser and/or Purchaser's advisors have determined that the Securities are a suitable investment for Purchaser. 3.3 Purchaser has such knowledge and experience in business and financial matters, including without limitation, investment in technology and biotechnology companies, matters as will enable Purchaser to fend for itself, bear the economic risks of its investment and evaluate the merits and risks of an investment in the Securities and to make an informed investment decision. 3.4 Purchaser has carefully read the Purchase this Agreement and all attachments thereto and and 4.9-1 the Company has made available to Purchaser or Purchaser's advisors all information and documents requested by Purchaser relating to investment in the Securities, and has provided answers to Purchaser's satisfaction to all of Purchaser's questions concerning the Company and the Securities to be acquired. 3.5 Purchaser understands that neither the Company nor any of its officers/directors, has any obligation to register the Securities under any federal or state securities act or law except as otherwise expressly set forth in Section 5.3 5 of the Annex to the Purchase Agreement. 3.6 All information that Purchaser has provided concerning himself or herself, his or her financial position and (each of) his/her representative(sPurchaser Representative(s), if any, is correct and complete as of the date set forth below, and if there should be any material change in such information, Purchaser will provide such information to the Company as soon as practicable thereafter. Exhibit 4.9-1. 3.7 Purchaser understands that the Company is relying on the truth and accuracy of the declarations, representations, warranties and agreements made by Purchaser to the Company herein in transferring the Securities to Purchaser. 3.8 Purchaser confirms that Purchaser has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast or television or radio regarding the Offering offering of the Securities.

Economic Risk and Suitability. Purchaser represents and warrants as ----------------------------- follows: 3.1 Purchaser acknowledges and realizes that Purchaser's purchase of the Securities involves a high degree of risk and will be a highly speculative investment and that Purchaser is able, without impairing Purchaser's financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of Purchaser's investment. 3.2 Purchaser has carefully considered and has, to the extent Purchaser believes such discussions necessary, discussed with Purchaser's professional, legal, tax and financial advisors the suitability of an investment in the Securities for the particular legal, tax and financial situation of Purchaser and that Purchaser and/or Purchaser's advisors have determined that the Securities are a suitable investment for Purchaser. 3.3 Purchaser has such knowledge and experience in business and financial matters, including without limitation, investment in technology and biotechnology companies, matters as will enable Purchaser to fend for itself, bear the economic risks of its investment and evaluate the merits and risks of an investment in the Securities and to make an informed investment decision. 3.4 Purchaser has carefully read the Purchase this Agreement and all attachments thereto and the Company has made available to Purchaser or Purchaser's advisors all information and documents requested by Purchaser relating to investment in the Securities, and has provided answers to Purchaser's satisfaction to all of Purchaser's questions concerning the Company and the Securities to be acquired. 3.5 Purchaser understands that neither the Company nor any of its officers/directors, has any obligation to register the Securities under any federal or state securities act or law except as otherwise expressly set forth in Section 5.3 5 of the Annex to the Purchase Agreement. 3.6 All information that Purchaser has provided concerning himself or herself, his or her financial position and (each of) his/her representative(sPurchaser Representative(s), if any, is correct and complete as of the date set forth below, and if there should be any material change in such information, Purchaser will provide such information to the Company as soon as practicable thereafter. Exhibit 4.9-1. 3.7 Purchaser understands that the Company is relying on the truth and accuracy of the declarations, representations, warranties and agreements made by Purchaser to the Company herein in transferring the Securities to Purchaser. 3.8 Purchaser confirms that Purchaser has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast or television or radio regarding the Offering offering of the Securities.

Economic Risk and Suitability. Purchaser Stockholder represents and warrants as ----------------------------- follows: 3.1 Purchaser acknowledges and (i) Stockholder realizes that PurchaserStockholder's purchase of the Securities involves a high degree of risk and will be a highly speculative investment and that Purchaser Stockholder is able, without impairing PurchaserStockholder's financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of PurchaserStockholder's investment. 3.2 Purchaser (ii) Stockholder has carefully considered and has, has had an opportunity to the extent Purchaser believes such discussions necessary, discussed discuss with PurchaserStockholder's professional, legal, tax and financial advisors the suitability of an investment in the Securities for the particular legal, tax and financial situation of Purchaser Stockholder and that Purchaser Stockholder and/or PurchaserStockholder's advisors have determined that the Securities are a suitable investment for PurchaserStockholder. 3.3 Purchaser (iii) Stockholder, either alone or with his or her purchaser representative(s), has such knowledge and experience in business and financial matters, including without limitation, investment in technology and biotechnology companies, matters as will enable Purchaser Stockholder to fend for itself, bear the economic risks of its investment and evaluate the merits and risks of an investment in the Securities and to make an informed investment decision. 3.4 Purchaser (iv) If Stockholder is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Securities (or all of its equity owners are Accredited Investors (as hereafter defined)); (2) it has carefully read the Purchase Agreement power and all attachments thereto authority to execute and comply with the terms of this Agreement, and the Company person executing said documents on its behalf has made available the necessary power to Purchaser or Purchaser's advisors all information do so; (3) its principal place of business and documents requested by Purchaser relating to investment principal office are located within the country and state, if applicable, set forth in the Securities, its address below; and has provided answers to Purchaser's satisfaction to (4) all of Purchaser's questions concerning its trustees, partners and/or shareholders, whichever the Company case may be, are bona fide residents of said country and the Securities to be acquiredstate, if applicable. 3.5 Purchaser (v) Except as provided Stockholder understands that neither the Company Buyer nor any of its officers/directors, directors has any obligation to register the Securities under any federal or state securities act or law except as otherwise expressly set forth in Section 5.3 of the Annex to the Purchase Agreementlaw. 3.6 (vi) All information that Purchaser Stockholder has provided concerning himself or herself, his or her financial position and (each of) his/her representative(sStockholder Representative(s), if any, is correct and complete as of the date set forth below, and if there should be any material change in such information, Purchaser Stockholder will provide such information to the Company Buyer as soon as practicable thereafter. Exhibit 4.9-1. 3.7 Purchaser (vii) Stockholder understands that the Company Buyer is relying on the truth and accuracy of the declarations, representations, warranties and agreements made by Purchaser Stockholder to the Company Buyer herein in transferring the Securities to PurchaserStockholder. 3.8 Purchaser (viii) Stockholder confirms that Purchaser Stockholder has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast or television or radio regarding the Offering offering of the Securities.

Economic Risk and Suitability. Purchaser represents and warrants as ----------------------------- follows: 3.1 2.1 Purchaser acknowledges and realizes that Purchaser's purchase of the Securities involves a high degree of risk and will be a highly speculative investment and that Purchaser is able, without impairing Purchaser's financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of Purchaser's investment. 3.2 2.2 Purchaser has carefully considered and has, to the extent Purchaser believes such discussions necessary, discussed with Purchaser's professional, legal, tax and financial advisors the suitability of an investment in the Securities for the particular legal, tax and financial situation of Purchaser and that Purchaser and/or Purchaser's advisors have determined that the Securities are a suitable investment for Purchaser. 3.3 2.3 Purchaser has such knowledge and experience in business and financial matters, including without limitation, investment in technology and biotechnology companies, matters as will enable Purchaser to fend for itself, bear the economic risks of its investment and evaluate the merits and risks of an investment in the Securities and to make an informed investment decision. 3.4 2.4 Purchaser has carefully read the Purchase this Agreement and all attachments thereto the SEC Documents and the Company has made available to Purchaser or Purchaser's advisors all information and documents requested by Purchaser relating to investment in the Securities, and has provided answers to Purchaser's satisfaction to all of Purchaser's questions concerning the Company and the Securities to be acquired. 3.5 2.5 Purchaser understands that neither the Company nor any of its officers/directors, has any obligation to register the Securities under any federal or state securities act or law except as otherwise expressly set forth in Section 5.3 5 of the Annex to the Purchase Agreement. 3.6 2.6 All information that Purchaser has provided concerning himself or herself, his or her financial position and (each of) his/his or her representative(s), if any, is correct and complete as of the date set forth below, and if there should be any material change in such information, Purchaser will provide such information to the Company as soon as practicable thereafter. Exhibit 4.9-1. 3.7 2.7 Purchaser understands that the Company is relying on the truth and accuracy of the declarations, representations, warranties and agreements made by Purchaser to the Company herein in transferring the Securities to Purchaser. 3.8 2.8 Purchaser confirms that Purchaser has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast or television or radio regarding the Offering of the Securities.

Economic Risk and Suitability. The Purchaser represents and warrants as ----------------------------- follows: 3.1 2.1 The Purchaser acknowledges and realizes that the Purchaser's purchase of the Securities involves a high degree of risk and will be a highly speculative investment and that the Purchaser is able, without impairing the Purchaser's financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of the Purchaser's investment. 3.2 2.2 The Purchaser has carefully considered and has, to the extent the Purchaser believes such discussions necessary, discussed with the Purchaser's professional, legal, tax and financial advisors the suitability of an investment in the Securities for the particular legal, tax and financial situation of the Purchaser and that the Purchaser and/or the Purchaser's advisors have determined that the Securities are a suitable investment for the Purchaser. 3.3 2.3 The Purchaser has such knowledge and experience in business and financial matters, including without limitation, investment in technology and biotechnology companies, matters as will enable the Purchaser to fend for itself, bear the economic risks of its investment and evaluate the merits and risks of an investment in the Securities and to make an informed investment decision. 3.4 2.4 The Purchaser has carefully read the Purchase this Agreement and all attachments thereto and the Company has made available to the Purchaser or the Purchaser's advisors all information and documents requested by the Purchaser relating to investment in the Securities, and has provided answers to the Purchaser's satisfaction to all of the Purchaser's questions concerning the Company and the Securities to be acquired. 3.5 2.5 The Purchaser understands that neither the Company nor any of its officers/directors, has any obligation to register the Securities under any federal or state securities act or law except as otherwise expressly set forth in Section 5.3 5 of the Annex to the Purchase Agreement. 3.6 2.6 All information that the Purchaser has provided concerning himself or herself, his or her financial position and (each of) his/his or her representative(s), if any, is correct and complete as of the date set forth below, and if there should be any material change in such information, the Purchaser will provide such information to the Company as soon as practicable thereafter. Exhibit 4.9-1. 3.7 2.7 The Purchaser understands that the Company is relying on the truth and accuracy of the declarations, representations, warranties and agreements made by the Purchaser to the Company herein in transferring the Securities to the Purchaser. 3.8 2.8 The Purchaser confirms that the Purchaser has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast or television or radio regarding the Offering of the SecuritiesOffering.

Economic Risk and Suitability. Purchaser represents and warrants as ----------------------------- follows: 3.1 2.1 Purchaser acknowledges and realizes that Purchaser's ’s purchase of the Securities Shares involves a high degree of risk and will be a highly speculative investment and that Purchaser is able, without impairing Purchaser's ’s financial condition, to hold the Securities Shares for an indefinite period of time and to suffer a complete loss of Purchaser's ’s investment. 3.2 2.2 Purchaser has carefully considered and has, to the extent Purchaser believes such discussions necessary, discussed with Purchaser's ’s professional, legal, tax and financial advisors the suitability of an investment in the Securities Shares for the particular legal, tax and financial situation of Purchaser and that Purchaser and/or Purchaser's ’s advisors have determined that the Securities Shares are a suitable investment for Purchaser. 3.3 2.3 Purchaser has such knowledge and experience in business and financial matters, including without limitation, investment in technology and biotechnology companies, matters as will enable Purchaser to fend for itself, bear the economic risks of its investment and evaluate the merits and risks of an investment in the Securities Shares and to make an informed investment decision. 3.4 2.4 Purchaser has carefully read the Purchase this Agreement and all attachments thereto and the Company has made available to Purchaser or Purchaser's ’s advisors all information and documents requested by Purchaser relating to investment in the SecuritiesShares, and has provided answers to Purchaser's ’s satisfaction to all of Purchaser's ’s questions concerning the Company and the Securities Shares to be acquired. 3.5 2.5 Purchaser understands that neither the Company nor any of its officers/directors, has any obligation to register the Securities under any federal or state securities act or law except as otherwise expressly set forth in Section 5.3 5 of the Annex to the Purchase Agreement. 3.6 2.6 All information that Purchaser has provided concerning himself or herself, his or her financial position and (each of) his/his or her representative(s), if any, is correct and complete as of the date set forth below, and if there should be any material change in such information, Purchaser will provide such information to the Company as soon as practicable thereafter. Exhibit 4.9-1. 3.7 2.7 Purchaser understands that the Company is relying on the truth and accuracy of the declarations, representations, warranties and agreements made by Purchaser to the Company herein in transferring the Securities Shares to Purchaser. 3.8 2.8 Purchaser confirms that Purchaser has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast or television or radio regarding the Offering of the SecuritiesShares.