Common use of ECONOMIC RISK; SOPHISTICATION Clause in Contracts

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder represents ----------------------------- and warrants that the Principal Stockholder and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration Statement, and have read and understood the matters described in the copies of the Registration Statement provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering and future acquisitions and projected uses of the proceeds of the Public Offering. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder represents ----------------------------- and warrants that Seller or any Designee who shall receive stock hereunder (such Seller or Designee may referred to hereunder individually as the Principal Stockholder and "Receiving Party"), has executed an investor questionnaire, the other Stockholders are able to bear form of which is attached hereto as EXHIBIT 2.26 (the economic risk of an investment in "Investor Questionnaire"), representing the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and following: (a) they have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions of and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) Purchaser concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration Statement, and have read and understood the matters described in the copies of the Registration Statement provided to them including, without limitation, the background and experience of the officers and directors of VIALOGPurchaser, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering Purchaser and future any plans for additional acquisitions and projected uses of the proceeds of the Public Offering. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has like; (b) they have asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided in this Agreement, and all questions have been answered to its satisfaction; (c) Purchaser's common stock being acquired by the Principal StockholderReceiving Party in connection with this transaction is being acquired by the Receiving Party for its own investment purposes only and not with a view to resale or distribution; (d) they understand that the shares of Purchaser's satisfactioncommon stock acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), the securities laws of any state thereof or the securities laws of any other jurisdiction; (e) they understand and agree that the shares of Purchaser's common stock must be held indefinitely unless they are subsequently registered under the Securities Act and state securities laws or an exemption from registration under the Securities Act and state securities laws covering the sale of shares of Purchaser's common stock is available; (f) they understand that legends stating that the shares of Purchaser's common stock have not been registered under the Securities Act nor state securities laws and setting out or referring to the restrictions on the transferability and resale of the shares of Purchaser's common stock will be placed on the shares of Purchaser's common stock; and (g) they are each an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder (a) Each Shareholder represents ----------------------------- and warrants that such Shareholder has not relied on any purchaser representative, or on the Principal Stockholder and Company or any other Shareholder, in connection with the other Stockholders are able to bear the economic risk acquisition of an investment in the VIALOG shares of FYI Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and hereunder. The Shareholders (i) have such knowledge knowledge, sophistication and experience in business and financial and business matters that they are capable of evaluating the merits and risks of an investment in the proposed investment shares of FYI Stock, (ii) fully understand the nature, scope and therefore have the capacity to protect their own interests in connection with the acquisition duration of the VIALOG Stocklimitations on transfer described in this Agreement and (iii) can bear the economic risk of an investment in the shares of FYI Stock and can afford a complete loss of such investment. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will Shareholders have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) FYI concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration Statement, and have read and understood the matters transactions described in the copies of the Registration Statement provided to them including, herein including without limitation, limitation the background and experience of the officers and directors of VIALOGFYI and the Surviving Corporation, the plans for the operations of the business of VIALOGFYI and the Surviving Corporation, the potential dilutive effects business, operations and financial condition of FYI and the Public Offering Surviving Corporation, and future any plans for additional acquisitions and projected uses of the proceeds of the Public Offeringlike. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has Shareholders have asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided in this Agreement, and all questions have been answered to the Principal Stockholder's their satisfaction. (b) Each Shareholder further represents, warrants, acknowledges and agrees that (x) he is acquiring the shares of FYI Stock under this Agreement for his own account, as principal and not on behalf of other persons, and for investment and not with a view to the resale or distribution of all or any part of such shares, (y) he will not sell or otherwise transfer such shares unless, in the opinion of counsel who is satisfactory to the Company, the transfer can be made without violating the registration provisions of the 1933 Act and the rules and regulations thereunder, unless such sale or transfer is under an effective registration statement, and (z) the certificate representing such shares will also bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. and THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THESE SHARES MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF SUCH RULE.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder represents ----------------------------- and warrants that the Principal Stockholder Stockholders and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration StatementFinancing Document, and have read and understood the matters described in the copies of the Registration Statement Financing Document provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering Financing and future acquisitions and projected uses of the proceeds of the Public OfferingFinancing. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided 57 in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder represents ----------------------------- and warrants that the Principal Stockholder and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Asset Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Asset Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the MergerAsset Purchase, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration StatementFinancing Document, and have read and understood the matters described in the copies of the Registration Statement Financing Document provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering Financing and future acquisitions and projected uses of the proceeds of the Public OfferingFinancing. The Principal Stockholder will confirm at the Merger Asset Purchase Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder represents ----------------------------- and warrants that the Principal Stockholder and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration StatementFinancing Document, and have read and understood the matters described in the copies of the Registration Statement Financing Document provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering Financing and future acquisitions and projected uses of the proceeds of the Public OfferingFinancing. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided 57 in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder ----------------------------- represents ----------------------------- and warrants that the Principal Stockholder and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration Statement, and have read and understood the matters described in the copies of the Registration Statement provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering and future acquisitions and projected uses of the proceeds of the Public Offering. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder (a) Each Shareholder represents ----------------------------- and warrants that such Shareholder has not relied on any purchaser representative, or on the Principal Stockholder and Company or any other Shareholder, in connection with the other Stockholders are able to bear the economic risk acquisition of an investment in the VIALOG shares of FYI Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and hereunder. The Shareholders (i) have such knowledge knowledge, sophistication and experience in business and financial and business matters that they are capable of evaluating the merits and risks of an investment in the proposed investment shares of FYI Stock, (ii) fully understand the nature, scope and therefore have the capacity to protect their own interests in connection with the acquisition duration of the VIALOG Stocklimitations on transfer described in this Agreement and (iii) can bear the economic risk of an investment in the shares of FYI Stock and can afford a complete loss of such investment. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will Shareholders have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) FYI concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration Statement, and have read and understood the matters transactions described in the copies of the Registration Statement provided to them including, herein including without limitation, limitation the background and experience of the officers and directors of VIALOGFYI and the Surviving Corporation, the plans for the operations of the business of VIALOGFYI and the Surviving Corporation, the potential dilutive effects business, operations and financial condition of FYI and the Public Offering Surviving Corporation, and future any plans for additional acquisitions and projected uses of the proceeds of the Public Offeringlike. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has Shareholders have asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided in this Agreement, and all questions have been answered to the Principal Stockholder's their satisfaction. (b) Each Shareholder further represents, warrants, acknowledges and agrees that (x) he is acquiring the shares of FYI Stock under this Agreement for his own account, as principal and not on behalf of other persons, and for investment and not with a view to the resale or distribution of all or any part of such shares, (y) he will not sell or otherwise transfer such shares unless, in the opinion of counsel who is satisfactory to the Company, the transfer can be made without violating the registration provisions of the 1933 Act and the rules and regulations thereunder, unless such sale or transfer is under an effective registration statement, and (z) the certificate representing such shares will also bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE SURVIVING CORPORATION OF THE MERGER BETWEEN MAVRICC ACQUISITION CORP. AND MAVRICC MANAGEMENT SYSTEMS, INC. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THIS REQUIREMENT HAS BEEN MET. and THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THESE SHARES MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF SUCH RULE. -41- 49

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder represents and ----------------------------- and warrants that the Principal Stockholder and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration Statement, and have read and understood the matters described in the copies of the Registration Statement provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering and future acquisitions and projected uses of the proceeds of the Public Offering. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder represents and ----------------------------- and warrants that the Principal Stockholder and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration StatementFinancing Document, and have read and understood the matters described in the copies of the Registration Statement Financing Document provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering Financing and future acquisitions and projected uses of the proceeds of the Public OfferingFinancing. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.