Common use of Investment Intent, etc Clause in Contracts

Investment Intent, etc. Each Purchaser is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Each Purchaser or his investment advisor has received, examined and reviewed copies of the Company's most recent reports, as amended, filed under the Exchange Act and other publicly available documents and recognizes that the investment in the Shares involves a high degree of risk. Each Purchaser has been advised that it may not be possible to readily liquidate this investment. Each Purchaser's overall commitment to the Shares, which are not readily marketable, is not disproportionate to his net worth, his investment in the Company will not cause such overall commitment to become excessive, and he can afford to bear the loss of his entire investment in the Company. Each Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of an investment in the Common Stock of the Company. Each Purchaser confirms that the Company has made available to such Purchaser the opportunity to ask questions of, and receive answers from, the Company concerning the Company and the activities of the Company and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information conveyed to him. Each Purchaser hereby acknowledges that such Purchaser has been advised that this offering of Shares has not been registered with, or reviewed by, the Securities and Exchange Commission because this offering is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act. Each Purchaser represents that the Shares are being purchased for such Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Each Purchaser agrees that he will not attempt to sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Each Purchaser understands that no securities administrator of any state has made any finding or determination relating to the fairness of this investment and that no securities administrator of any state has recommended or endorsed, or will recommend or endorse, the offering of the Shares. Each Purchaser has relied solely upon the advice of its own tax and legal advisors with respect to the tax and other legal aspects of this investment. Each Purchaser is purchasing the Shares for such Purchaser's own account, and not in any agency, fiduciary or similar capacity.

Investment Intent, etc. Each Purchaser is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Each Purchaser or his investment advisor has received, examined and reviewed copies of the Company's most recent reports, as amended, filed under the Exchange Act and other publicly available documents requested by him and recognizes that the investment in the Shares Company's Notes and Warrants involves a high degree of risk. Each Purchaser has been advised that it may not be possible to readily liquidate this investment. Each Purchaser's overall commitment to the Shares, Notes and Warrants which are not readily marketable, marketable is not disproportionate to his net worth, his investment in the Company will not cause such overall commitment to become excessive, and he can afford to bear the loss of his entire investment in the Company. Each Purchaser has such knowledge and experience in financial and business matters that such Purchaser he is capable of evaluating the merits and risks of an investment in the Common Stock of the Company. Each Purchaser confirms that the Company has made available to such Purchaser him the opportunity to ask questions of, and receive answers from, the Company concerning the Company and the activities of the Company and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information conveyed to himsuch Purchaser. Each Purchaser hereby acknowledges that such Purchaser he has been advised that this offering of Shares Notes and Warrants has not been registered with, or reviewed by, the Securities and Exchange Commission because this offering is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act. Each Purchaser represents that the Shares Notes and Warrants are being purchased for such Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Each Purchaser agrees that he will not attempt to sell, transfer, assign, pledge or otherwise dispose such Notes and Warrants or the Shares shares of Company Stock underlying such Notes and Warrants unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Each Purchaser understands that no securities administrator of any state has made any finding or determination relating to the fairness of this investment and that no securities administrator of any state has recommended or endorsed, or will recommend or endorse, the offering of the SharesNotes and Warrants. The execution, delivery and performance by each Purchaser of this Agreement are within the powers of such Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which each Purchaser is a party or by which each Purchaser is bound. Each Purchaser has relied solely upon the advice of its own tax and legal advisors with respect to the tax and other legal aspects of this investment. Each Purchaser is purchasing the Shares Notes and Warrants for such Purchaser's own his account, and not in any agency, fiduciary or similar capacity. The source of the funds evidencing the Purchase Price are from legally available funds of each Purchaser.

Investment Intent, etc. Each Purchaser By accepting this Warrant, the Holder represents that (a) the Holder is an "accredited investor" as such term is defined acquiring this Warrant and the Warrant Shares issuable upon exercise hereof for investment and not with a view to, or for sale in Rule 501 of Regulation D promulgated under connection with, any distribution thereof; (b) the Securities Act. Each Purchaser or his investment advisor has received, examined and reviewed copies of the Company's most recent reports, as amended, filed under the Exchange Act and other publicly available documents and recognizes that the investment in the Shares involves a high degree of risk. Each Purchaser has been advised that it may not be possible to readily liquidate this investment. Each Purchaser's overall commitment to the Shares, which are not readily marketable, is not disproportionate to his net worth, his investment in the Company will not cause such overall commitment to become excessive, and he Holder can afford to bear the loss of his entire investment in the Company. Each Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks economic risk of an investment in the Common Stock Warrant Shares (including possible complete loss of such investment) for an indefinite period of time; (c) the Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act, or under the securities laws of any jurisdiction, by reason of reliance upon certain exemptions, and that the reliance of the Company. Each Purchaser confirms Company on such exemptions is predicated upon the accuracy of the Holder’s representations in this Section; (d) the Holder is familiar with Rule 144 under the Securities Act, as currently in effect, and understands the resale limitations that are or would be imposed thereby and by the Securities Act on this Warrant and the Warrant Shares to the extent such securities are characterized as “restricted securities” under the United States federal securities laws inasmuch as they are acquired from the Company in a transaction not involving a public offering; (e) the Holder has made available received and reviewed a copy of each SEC Document (as defined below) and the Holder believes the Holder has been given access to full and complete information regarding the Company and has utilized such Purchaser access to the opportunity Holder’s satisfaction for the purpose of obtaining information about the Company, particularly, representatives of the Holder have had adequate opportunities to ask questions of, and receive answers from, senior executives of the Company concerning the Company and the activities of the Company and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expensereasonably available, necessary to verify the accuracy of information provided to the information conveyed to him. Each Purchaser hereby acknowledges that Holder about the Company; (f) the Holder is an “accredited investor” as such Purchaser has been advised that this offering of Shares has not been registered with, or reviewed by, the Securities and Exchange Commission because this offering term is intended to be a non-public offering pursuant to Section 4(2defined in Rule 501(a) of the Securities Act. Each Purchaser represents that the Shares are being purchased for such Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Each Purchaser agrees that he will not attempt to sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory and as defined pursuant to the Company provisions of state securities laws applicable to the Holder providing for an exemption from such registration is available. Each Purchaser understands that no securities administrator or qualification of any state the offer and sale of this Warrant and the Warrant Shares; (g) the Holder has made any finding or determination relating obtained, to the fairness of this investment and that no securities administrator of any state has recommended extent he or endorsedshe deems necessary, his or will recommend or endorse, the offering of the Shares. Each Purchaser has relied solely upon the her own professional advice of its own tax and legal advisors with respect to the tax risks inherent in the investment in this Warrant and other legal aspects the Warrant Shares, the condition of the Company and the suitability of the investment in this Warrant and the Warrant Shares in light of the Holder’s financial condition and investment needs; and (h) the Holder is a resident of the state (or if not a natural person, the Holder made its investment decision with respect to this Warrant and the Warrant Shares from its office located in such state) set forth on the signature page of this investmentWarrant. Each Purchaser is purchasing As used herein, the Shares term “SEC Documents” means, collectively, the following documents of the Company filed with the SEC: (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2000, (ii) all Forms 8–K filed after the date of such Purchaser's own accountForm 10–K, if any, (iii) its Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2001, and not (iv) its Definitive Proxy Statement for the annual meeting of the Company’s shareholders held in any agency, fiduciary or similar capacityMay 2001.

Investment Intent, etc. Each Purchaser By accepting this Warrant, the Holder represents that (a) the Holder is acquiring this Warrant and the Warrant Shares issuable upon exercise hereof for investment and not with a view to, or for sale in connection with, any distribution thereof; (b) the Holder can bear the economic risk of an investment in the Warrant Shares (including possible complete loss of such investment) for an indefinite period of time; (c) the Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act, or under the securities laws of any jurisdiction, by reason of reliance upon certain exemptions, and that the reliance of the Company on such exemptions is predicated upon the accuracy of the Holder's representations in this Section; (d) the Holder is familiar with Rule 144 under the Securities Act, as currently in effect, and understands the resale limitations that are or would be imposed thereby and by the Securities Act on this Warrant and the Warrant Shares to the extent such securities are characterized as "restricted securities" under the United States federal securities laws inasmuch as they are acquired from the Company in a transaction not involving a public offering; (e) the Holder has received and reviewed a copy of each SEC Document (as defined below) and the Holder believes the Holder has been given access to full and complete information regarding the Company and has utilized such access to the Holder's satisfaction for the purpose of obtaining information about the Company, particularly, representatives of the Holder have had adequate opportunities to ask questions of, and receive answers from, senior executives of the Company concerning the Company and to obtain any additional information, to the extent reasonably available, necessary to verify the accuracy of information provided to the Holder about the Company; (f) the Holder is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated 501(a) under the Securities ActAct and as defined pursuant to the provisions of state securities laws applicable to the Holder providing for an exemption from registration or qualification of the offer and sale of this Warrant and the Warrant Shares; (g) the Holder has obtained, to the extent he or she deems necessary, his or her own professional advice with respect to the risks inherent in the investment in this Warrant and the Warrant Shares, the condition of the Company and the suitability of the investment in this Warrant and the Warrant Shares in light of the Holder's financial condition and investment needs; and (h) the Holder is a resident of the state (or if not a natural person, the Holder made its investment decision with respect to this Warrant and the Warrant Shares from its office located in such state) set forth on the signature page of this Warrant. Each Purchaser or his investment advisor has receivedAs used herein, examined the term "SEC Documents" means, collectively, the following documents of the Company filed with the SEC: (i) its Annual Report on Form 10–K for the fiscal year ended December 31, 2000, (ii) all Forms 8–K filed after the date of such Form 10–K, if any, (iii) its Quarterly Reports on Form 10-Q for the quarter ended March 31, 2001, and reviewed copies (iv) its Definitive Proxy Statement for the annual meeting of the Company's most recent reports, as amended, filed under the Exchange Act and other publicly available documents and recognizes that the investment shareholders held in the Shares involves a high degree of risk. Each Purchaser has been advised that it may not be possible to readily liquidate this investment. Each Purchaser's overall commitment to the Shares, which are not readily marketable, is not disproportionate to his net worth, his investment in the Company will not cause such overall commitment to become excessive, and he can afford to bear the loss of his entire investment in the Company. Each Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of an investment in the Common Stock of the Company. Each Purchaser confirms that the Company has made available to such Purchaser the opportunity to ask questions of, and receive answers from, the Company concerning the Company and the activities of the Company and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information conveyed to him. Each Purchaser hereby acknowledges that such Purchaser has been advised that this offering of Shares has not been registered with, or reviewed by, the Securities and Exchange Commission because this offering is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act. Each Purchaser represents that the Shares are being purchased for such Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Each Purchaser agrees that he will not attempt to sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Each Purchaser understands that no securities administrator of any state has made any finding or determination relating to the fairness of this investment and that no securities administrator of any state has recommended or endorsed, or will recommend or endorse, the offering of the Shares. Each Purchaser has relied solely upon the advice of its own tax and legal advisors with respect to the tax and other legal aspects of this investment. Each Purchaser is purchasing the Shares for such Purchaser's own account, and not in any agency, fiduciary or similar capacityMay 2001.

Investment Intent, etc. Each The Purchaser is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Each Purchaser or his investment advisor has received, examined and reviewed copies of the Company's most recent reports, as amended, filed under the Exchange Act and other publicly available documents requested by it and recognizes that the investment in the Shares involves a high degree of risk. Each The Purchaser has been advised that it may not be possible to readily liquidate this investment. Each The Purchaser's overall commitment to the Shares, which are not readily marketable, is not disproportionate to his its net worth, his its investment in the Company will not cause such overall commitment to become excessive, and he it can afford to bear the loss of his its entire investment in the Company. Each The Purchaser has such knowledge and experience in financial and business matters that such Purchaser it is capable of evaluating the merits and risks of an investment in the Common Stock of the Company. Each The Purchaser confirms that the Company has made available to such Purchaser its representatives the opportunity to ask questions of, and receive answers from, the Company concerning the Company and the activities of the Company and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information conveyed to him. Each The Purchaser hereby acknowledges that such Purchaser it has been advised that this offering of Shares has not been registered with, or reviewed by, the Securities and Exchange Commission because this offering is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act. Each The Purchaser represents that the Shares are being purchased for such Purchaser's its own account, for investment purposes only and not with a view towards distribution or resale to others. Each The Purchaser agrees that he it will not attempt to sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Each The Purchaser understands that no securities administrator of any state has made any finding or determination relating to the fairness of this investment and that no securities administrator of any state has recommended or endorsed, or will recommend or endorse, the offering of the Shares. Each The execution, delivery and performance by the Purchaser of this Agreement will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Purchaser is a party or by which it is bound. The Purchaser has relied solely upon the advice of its own tax and legal advisors with respect to the tax and other legal aspects of this investment. Each The Purchaser is purchasing the Shares for such Purchaser's own its account, and not in any agency, fiduciary or similar capacity. The source of the funds evidencing the Purchase Price are from legally available funds of the Purchaser.

Investment Intent, etc. Each Purchaser By accepting this Warrant, the Holder represents that (a) the Holder is an "accredited investor" as such term is defined acquiring this Warrant and the Warrant Shares issuable upon exercise hereof for investment and not with a view to, or for sale in Rule 501 of Regulation D promulgated under connection with, any distribution thereof; (b) the Securities Act. Each Purchaser or his investment advisor has received, examined and reviewed copies of the Company's most recent reports, as amended, filed under the Exchange Act and other publicly available documents and recognizes that the investment in the Shares involves a high degree of risk. Each Purchaser has been advised that it may not be possible to readily liquidate this investment. Each Purchaser's overall commitment to the Shares, which are not readily marketable, is not disproportionate to his net worth, his investment in the Company will not cause such overall commitment to become excessive, and he Holder can afford to bear the loss of his entire investment in the Company. Each Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks economic risk of an investment in the Common Stock Warrant Shares (including possible complete loss of such investment) for an indefinite period of time; (c) the Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act, or under the securities laws of any jurisdiction, by reason of reliance upon certain exemptions, and that the reliance of the Company. Each Purchaser confirms Company on such exemptions is predicated upon the accuracy of the Holder’s representations in this Section; (d) the Holder is familiar with Rule 144 under the Securities Act, as currently in effect, and understands the resale limitations that are or would be imposed thereby and by the Securities Act on this Warrant and the Warrant Shares to the extent such securities are characterized as “restricted securities” under the United States federal securities laws inasmuch as they are acquired from the Company in a transaction not involving a public offering; (e) the Holder has made available received and reviewed a copy of each SEC Document (as defined in the Standby Agreement) and the Holder believes the Holder has been given access to full and complete information regarding the Company and has utilized such Purchaser access to the opportunity Holder’s satisfaction for the purpose of obtaining information about the Company, particularly, representatives of the Holder have had adequate opportunities to ask questions of, and receive answers from, senior executives of the Company concerning the Company and the activities of the Company and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expensereasonably available, necessary to verify the accuracy of information provided to the information conveyed to him. Each Purchaser hereby acknowledges that Holder about the Company; (f) the Holder is an “accredited investor” as such Purchaser has been advised that this offering of Shares has not been registered with, or reviewed by, the Securities and Exchange Commission because this offering term is intended to be a non-public offering pursuant to Section 4(2defined in Rule 501(a) of the Securities Act. Each Purchaser represents that the Shares are being purchased for such Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Each Purchaser agrees that he will not attempt to sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory and as defined pursuant to the Company provisions of state securities laws applicable to the Holder providing for an exemption from such registration is available. Each Purchaser understands that no securities administrator or qualification of any state the offer and sale of this Warrant and the Warrant Shares; (g) the Holder has made any finding or determination relating obtained, to the fairness of this investment and that no securities administrator of any state has recommended extent he or endorsedshe deems necessary, his or will recommend or endorse, the offering of the Shares. Each Purchaser has relied solely upon the her own professional advice of its own tax and legal advisors with respect to the tax risks inherent in the investment in this Warrant and other legal aspects the Warrant Shares, the condition of the Company and the suitability of the investment in this Warrant and the Warrant Shares in light of the Holder’s financial condition and investment needs; and (h) the Holder is a resident of the state (or if not a natural person, the Holder made its investment decision with respect to this Warrant and the Warrant Shares from its office located in such state) set forth on the signature page of this investment. Each Purchaser is purchasing the Shares for such Purchaser's own account, and not in any agency, fiduciary or similar capacityWarrant.

Investment Intent, etc. Each Purchaser This Agreement is made with you in reliance upon your representation to the Company, which by your acceptance hereof you confirm, that you are purchasing the Notes, and the Class A Common Stock obtainable upon conversion thereof, for your own account for investment and not with a view to the distribution thereof, and that you have no present intention of distributing any of the same; provided, however, that the disposition of your property shall be at all times within your own control, and that your right to sell or otherwise dispose of all or any part of the Notes purchased or acquired by you pursuant to an "accredited investor" effective registration statement under the Securities Act (the Company being under no obligation to assist in the preparation or filing of such registration statement except as expressly provided herein) or under an exemption from such term is registration available under the Securities Act and in accordance with any applicable state securities law shall not be prejudiced. The Company and you each acknowledge that the Notes are securities (as defined in Rule 501 the Securities Act and the Exchange Act). You understand that the Notes and the Class A Common Stock obtainable upon conversion thereof have not been registered under the Securities Act by reason of Regulation D promulgated under a specific exemption from the registration provisions of the Securities Act. Each Purchaser or his investment advisor has received, examined and reviewed copies of You are experienced in evaluating companies such as the Company's most recent reports, as amendedits Subsidiary and its parent, filed under the Exchange Act and other publicly available documents and recognizes that the investment in the Shares involves a high degree of risk. Each Purchaser has been advised that it may not be possible to readily liquidate this investment. Each Purchaser's overall commitment to the Shares, which are not readily marketable, is not disproportionate to his net worth, his investment in the Company will not cause such overall commitment to become excessiveCJI, and he can afford are able to bear fend for yourself in transactions such as the loss of his entire investment in the Company. Each Purchaser has one contemplated by this Agreement, have such knowledge and experience in financial and business matters that such Purchaser is you are capable of evaluating the merits and risks of an investment in your prospective investment, and have the Common Stock ability to bear the economic risks of the Companyinvestment. Each Purchaser confirms that You have been furnished with such materials and have been given access to such information relating to the Company has made available to such Purchaser and CJI as you have requested and you have been afforded the opportunity to ask questions ofregarding the Company, its Subsidiary and its parent, CJI, and receive answers from, the Company concerning the Company Notes and the activities of the Company and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, Class A Common Stock obtainable upon conversion thereof as you have found necessary to verify the accuracy of the information conveyed to himmake an informed investment decision. Each Purchaser hereby acknowledges You represent that such Purchaser has been advised that this offering of Shares has not been registered with, or reviewed by, the Securities and Exchange Commission because this offering is intended to be a non-public offering you are an "accredited investor" pursuant to Section 4(2) Rule 501 of the Securities Act. Each Purchaser represents that the Shares are being purchased for such Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Each Purchaser agrees that he will not attempt to sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Each Purchaser understands that no securities administrator of any state has made any finding or determination relating to the fairness of this investment and that no securities administrator of any state has recommended or endorsed, or will recommend or endorse, the offering of the Shares. Each Purchaser has relied solely upon the advice of its own tax and legal advisors with respect to the tax and other legal aspects of this investment. Each Purchaser is purchasing the Shares for such Purchaser's own account, and not in any agency, fiduciary or similar capacity.

Investment Intent, etc. Each Purchaser By accepting this Warrant, the Holder represents that (a) the Holder is acquiring this Warrant and the Warrant Shares issuable upon exercise hereof for investment and not with a view to, or for sale in connection with, any distribution thereof; (b) the Holder can bear the economic risk of an investment in the Warrant Shares (including possible complete loss of such investment) for an indefinite period of time; (c) the Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act, or under the securities laws of any jurisdiction, by reason of reliance upon certain exemptions, and that the reliance of the Company on such exemptions is predicated upon the accuracy of the Holder's representations in this Section; (d) the Holder is familiar with Rule 144 under the Securities Act, as currently in effect, and understands the resale limitations that are or would be imposed thereby and by the Securities Act on this Warrant and the Warrant Shares to the extent such securities are characterized as "restricted securities" under the United States federal securities laws inasmuch as they are acquired from the Company in a transaction not involving a public offering; (e) the Holder has received and reviewed a copy of each SEC Document (as defined below) and the Holder believes the Holder has been given access to full and complete information regarding the Company and has utilized such access to the Holder's satisfaction for the purpose of obtaining information about the Company, particularly, representatives of the Holder have had adequate opportunities to ask questions of, and receive answers from, senior executives of the Company concerning the Company and to obtain any additional information, to the extent reasonably available, necessary to verify the accuracy of information provided to the Holder about the Company; (f) the Holder is (x) an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated 501(a) under the Securities Act. Each Purchaser Act and as defined pursuant to the provisions of state securities laws applicable to the Holder providing for an exemption from registration or his investment advisor has received, examined and reviewed copies qualification of the Companyoffer and sale of this Warrant and the Warrant Shares or (y) either alone or with the assistance of the Holder's most recent reportsprofessional advisor, as amendedis a sophisticated investor, filed under the Exchange Act and other publicly available documents and recognizes that the investment is able to fend for his or herself in the Shares involves a high degree of risk. Each Purchaser has been advised that it may not be possible to readily liquidate transactions contemplated by this investment. Each Purchaser's overall commitment to the Shares, which are not readily marketable, is not disproportionate to his net worth, his investment in the Company will not cause such overall commitment to become excessiveWarrant, and he can afford to bear the loss of his entire investment in the Company. Each Purchaser has such knowledge and experience in financial and business matters that such Purchaser the Holder is capable of evaluating the merits and risks of an the prospective investment in this Warrant and the Common Stock of Warrant Shares; (g) the Company. Each Purchaser confirms that Holder has obtained, to the Company has made available extent he or she deems necessary, his or her own professional advice with respect to such Purchaser the opportunity to ask questions of, risks inherent in the investment in this Warrant and receive answers fromthe Warrant Shares, the Company concerning condition of the Company and the activities suitability of the Company investment in this Warrant and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy Warrant Shares in light of the information conveyed to him. Each Purchaser hereby acknowledges that such Purchaser has been advised that this offering Holder's financial condition and investment needs; and (h) the Holder is a resident of Shares has the state (or if not been registered with, or reviewed bya natural person, the Securities and Exchange Commission because this offering is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act. Each Purchaser represents that the Shares are being purchased for such Purchaser's own account, for Holder made its investment purposes only and not with a view towards distribution or resale to others. Each Purchaser agrees that he will not attempt to sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Each Purchaser understands that no securities administrator of any state has made any finding or determination relating to the fairness of this investment and that no securities administrator of any state has recommended or endorsed, or will recommend or endorse, the offering of the Shares. Each Purchaser has relied solely upon the advice of its own tax and legal advisors decision with respect to this Warrant and the tax and other legal aspects Warrant Shares from its office located in such state) set forth on the signature page of this investment. Each Purchaser is purchasing the Shares for such Purchaser's own account, and not in any agency, fiduciary or similar capacityWarrant.