Common use of Experience; Certain Risks Clause in Contracts

Experience; Certain Risks. KV has substantial experience in evaluating and investing in non-registered securities of publicly traded entities, is capable of evaluating the merits and risks of investment in the Company and has the capacity to protect its own interests. KV hereby acknowledges that: (i) the Shares represent a non-registered equity security in a corporate entity that has a retained deficit; (ii) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; (iii) the Shares (x) are not registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below, and (y) although there presently is a public market with respect to the shares of the Company’s Common Stock, the Shares will not be quoted, traded or listed for trading or quotation on any organized market or quotation system, and there have not been any representations made by the Company or its representatives to KV that the Shares will ever be quoted, traded or listed for trading or quotation on any organized market or quotation system or that there ever will be a public market for the Shares or that there will continue to be a public market with respect to the Common Stock, and (iv) the acquisition of the Shares is a speculative investment, involving a degree of risk, and is suitable only for a person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (a) such person or entity may not be able to liquidate its investment in the event of an emergency or otherwise, (b) transferability is limited, and (c) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of its entire investment. KV, which is an “affiliate” of C. Mxxxxxx Xxxxxxx, as that term is defined in Rule 405 promulgated under the Securities Act, has adequate means of providing for its current financial needs and possible contingencies and has no need for liquidity of its investment in the Shares. KV is able to bear the economic risks inherent in an investment in the Shares and can afford to bear the risk of holding the shares for an indefinite period of time. An important consideration bearing on its ability to bear the economic risk of the purchase of the Shares is whether KV can afford a complete loss of its investment in the Shares, and KV represents and warrants that it can afford such a complete loss. KV has such knowledge and experience in business, financial, investment and banking matters (including, but not limited to investments in restricted, non-listed and non-registered securities) that KV is capable of evaluating the merits, risks and advisability of an investment in the Shares.

Experience; Certain Risks. KV has substantial experience in evaluating and investing in non-registered securities of publicly traded entities, is capable of evaluating the merits and risks of investment in the Company and has the capacity to protect its own interests. KV hereby acknowledges that: (i) the Shares represent New Preferred Stock represents a non-registered equity security in a corporate entity that has a retained an accumulated deficit; (ii) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; (iii) the Shares New Preferred Stock (x) are is not registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below, and (y) although there presently is a public market with respect to the shares of the Company’s 's common stock, par value $.01 per share (the "Common Stock"), the Shares will New Preferred Stock is not be quoted, traded or listed for trading or quotation on any organized market or quotation system, and there have not been any representations made by the Company or its representatives to KV that the Shares New Preferred Stock will ever be quoted, traded or listed for trading or quotation on any organized market or quotation system or that there ever will be a public market for the Shares New Preferred Stock or that there will continue to be a public market with respect to the Common Stock, and (iv) the acquisition of the Shares New Preferred Stock is a speculative investment, involving a degree of risk, and is suitable only for a person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (a) such person or entity may not be able to liquidate its investment in the event of an emergency or otherwise, (b) transferability is limited, and (c) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of its entire investment. KV, which is an “"affiliate” " of C. Mxxxxxx Xxxxxxx Xxxxxxx, as that term is defined in Rule 405 promulgated under the Securities Act, has adequate means of providing for its current financial needs and possible contingencies and has no need for liquidity of its investment in the SharesNew Preferred Stock. KV is able to bear the economic risks inherent in an investment in the Shares New Preferred Stock, and can afford to bear the risk of holding the shares for an indefinite period of time. An important consideration bearing on its ability to bear the economic risk of the purchase of the Shares New Preferred Stock is whether KV can afford a complete loss of its investment in the SharesNew Preferred Stock, and KV represents and warrants that it can afford such a complete loss. KV has such knowledge and experience in business, financial, investment and banking matters (including, but not limited to investments in restricted, non-listed and non-registered securities) that KV is capable of evaluating the merits, risks and advisability of an investment in the SharesNew Preferred Stock.

Experience; Certain Risks. KV has substantial experience in evaluating and investing in non-registered securities of publicly traded entities, is capable of evaluating the merits and risks of investment in the Company and has the capacity to protect its own interests. KV hereby acknowledges that: (i) the Shares represent New Preferred Stock represents a non-registered equity security in a corporate entity that has a retained an accumulated deficit; (ii) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of the Company, has been promised, assured, represented or warranted by the Company, or by any director, officer, employee, agent or representative thereof; (iii) the Shares New Preferred Stock (x) are is not registered under applicable federal or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described below, and (y) although there presently is a public market with respect to the shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), the Shares will New Preferred Stock is not be quoted, traded or listed for trading or quotation on any organized market or quotation system, and there have not been any representations made by the Company or its representatives to KV that the Shares New Preferred Stock will ever be quoted, traded or listed for trading or quotation on any organized market or quotation system or that there ever will be a public market for the Shares New Preferred Stock or that there will continue to be a public market with respect to the Common Stock, and (iv) the acquisition of the Shares New Preferred Stock is a speculative investment, involving a degree of risk, and is suitable only for a person or entity of adequate financial means who has no need for liquidity in this investment in that, among other things, (a) such person or entity may not be able to liquidate its investment in the event of an emergency or otherwise, (b) transferability is limited, and (c) in the event of a dissolution or otherwise, such person or entity could sustain a complete loss of its entire investment. KV, which is an “affiliate” of C. Mxxxxxx Xxxxxxx, as that term is defined in Rule 405 promulgated under the Securities Act, has adequate means of providing for its current financial needs and possible contingencies and has no need for liquidity of its investment in the SharesNew Preferred Stock. KV is able to bear the economic risks inherent in an investment in the Shares New Preferred Stock, and can afford to bear the risk of holding the shares for an indefinite period of time. An important consideration bearing on its ability to bear the economic risk of the purchase of the Shares New Preferred Stock is whether KV can afford a complete loss of its investment in the SharesNew Preferred Stock, and KV represents and warrants that it can afford such a complete loss. KV has such knowledge and experience in business, financial, investment and banking matters (including, but not limited to investments in restricted, non-listed and non-registered securities) that KV is capable of evaluating the merits, risks and advisability of an investment in the SharesNew Preferred Stock.