Common use of Investment Intention Clause in Contracts

Investment Intention. Purchaser is an accredited investor as that -------------------- term is defined in Rule 501(a) as promulgated by the Securities and Exchange Commission and is acquiring the Placement Shares for investment purposes, with no present intention of and with no view toward distributing all or any part of the Placement Shares to others for resale or otherwise participating, directly or indirectly, in any distribution of the Placement Shares in violation of state or federal securities laws. Purchaser understands that the Placement Shares have not been registered under any state or federal securities laws based upon the understanding of the Company that the issuance of the Placement Shares as described in this Agreement is exempt from such registration. Accordingly, the Placement Shares will be treated as Restricted Securities, as defined in Rule 144 of the Securities Act, under the provisions of Rule 144 as promulgated by the Commission. The purchaser agrees that the Certificates representing the Placement Shares will contain a legend to this effect as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT 0F 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS PROHIBITED UNLESS SUCH SALE OR OTHER DISPOSITION IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS." Purchaser agrees that it will not make any sale of the Placement Shares without causing the prospectus delivery requirements of the Securities Act to be satisfied or otherwise complying with the Securities Act and the exemptions from registration set forth therein, and the transfer agent will be instructed to note these restrictions on transfer on the stock records of the Company. The Reliance by the Company upon an exemption from registration is predicated, in part, upon the representations and warranties of Purchaser contained in this Section 3.

Investment Intention. (a) The Purchaser is an accredited investor as that -------------------- term is defined in Rule 501(a) as promulgated by the Securities and Exchange Commission and is acquiring the Placement Shares for its own account, for investment purposes, purposes only and not with no present intention of and with no a view toward distributing all or any part to the distribution (as such term is used in Section 2(11) of the Placement Shares to others for resale or otherwise participatingSecurities Act of 1933, directly or indirectly, in any distribution of as amended (the Placement Shares in violation of state or federal securities laws"SECURITIES ACT") thereof. The Purchaser understands that the Placement Shares have not been registered under any state the Securities Act and cannot be sold unless subsequently registered under the Securities Act or federal securities laws based upon the understanding of the Company that the issuance of the Placement Shares as described in this Agreement is exempt an exemption from such registration. Accordingly, registration is available. (b) The Purchaser is (i) an "accredited investor" within the Placement Shares will be treated as Restricted Securities, as defined in meaning of Rule 144 501 of Regulation D under the Securities Act, under (ii) experienced in making investments of the provisions kind contemplated by this Agreement, (iii) capable, by reason of Rule 144 as promulgated by its business and financial experience, of evaluating the Commission. relative merits and risks of an investment in the Shares, and (iv) able to afford the loss of is investment in the Shares. (c) The purchaser agrees Purchaser understands that the Certificates representing Shares are being offered and sold by Seller in reliance on an exemption from the Placement Shares will contain a legend to this effect as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT 0F 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS PROHIBITED UNLESS SUCH SALE OR OTHER DISPOSITION IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS." Purchaser agrees that it will not make any sale of the Placement Shares without causing the prospectus delivery registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Seller is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to be satisfied determine the availability of such exemption and the eligibility of Buyer to purchase the Shares; (d) The Purchaser acknowledges that in making its decision to purchase the Shares it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the terms and conditions of the private placement of the Shares by the Company. (e) The Purchaser understands that the Shares have not been approved or otherwise complying disapproved by the Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the Securities Act offer and the exemptions from registration set forth therein, and the transfer agent will be instructed sale to note these restrictions on transfer on the stock records it of the Company. The Reliance by Shares and have not confirmed or determined the Company upon an exemption from registration is predicated, in part, upon the representations and warranties adequacy or accuracy of Purchaser contained in this Section 3any such documents of instruments.

Investment Intention. Purchaser Subscriber hereby represents and warrants to the Company as follows: (a) Subscriber is acquiring the Shares for investment purposes only, solely for Subscriber's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof in violation of any federal or state securities laws; (b) Subscriber's knowledge and experience in financial and business matters are such that Subscriber is capable of evaluating the merits and risks of its investment in the Shares, and has made its own independent valuation with respect to the value of the Shares; (c) Subscriber understands that the Shares are a speculative investment which involve a high degree of risk of loss of the investment therein, Subscriber's financial situation is such that Subscriber can afford to bear the economic risk of holding the Shares for an accredited investor as indefinite period of time, has adequate means for providing for Subscriber's current needs and contingencies and can afford to suffer the complete loss of the investment in the Shares; (d) Subscriber and Subscriber's representatives, including Subscriber's financial, tax, legal and other advisers, have carefully reviewed all documents furnished to them in connection with the investment in the Shares, including this Agreement, and understands and has taken cognizance of all the risk factors related to such investment, and no representations or warranties have been made to Subscriber or Subscriber's representatives concerning such investment or the Company, its prospects or other matters; (e) Subscriber and Subscriber's representatives have been given the opportunity to examine all documents (including, without limitation, this Agreement and the Other Documents) and to ask questions of, and to receive answers from, the Company and its representatives concerning the terms and conditions of the acquisition of the Shares and the business of the Company and to obtain any additional information which Subscriber or Subscriber's representatives deem necessary to verify the accuracy of the information that -------------------- term is defined has been provided to Subscriber in Rule 501(aorder for Subscriber to evaluate the merits and risk of the investment in the Shares; (f) as promulgated by Subscriber understands that no federal agency (including the Securities and Exchange Commission Commission), state agency or foreign agency has made or will make any finding or determination as to the fairness of an investment in the Shares (including as to the purchase price); and (g) Subscriber is a bona fide resident and is acquiring domiciliary of the Placement Shares for investment purposesjurisdiction set forth as Subscriber's legal residence below Subscriber's signature on the signature page hereof. Subscriber intends to relocate to the greater Dayton, with Ohio area and become a bona fide resident and domiciliary thereof prior to December 31, 2002. Subscriber has no present intention of and with no view toward distributing all or becoming a resident of any part of the Placement Shares to others for resale or otherwise participating, directly or indirectly, in any distribution of the Placement Shares in violation of state or federal securities laws. Purchaser understands that the Placement Shares have not been registered under any state or federal securities laws based upon the understanding of the Company that the issuance of the Placement Shares as described in this Agreement is exempt from such registration. Accordingly, the Placement Shares will be treated as Restricted Securities, as defined in Rule 144 of the Securities Act, under the provisions of Rule 144 as promulgated by the Commission. The purchaser agrees that the Certificates representing the Placement Shares will contain a legend to this effect as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT 0F 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS PROHIBITED UNLESS SUCH SALE OR OTHER DISPOSITION IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSother jurisdiction." Purchaser agrees that it will not make any sale of the Placement Shares without causing the prospectus delivery requirements of the Securities Act to be satisfied or otherwise complying with the Securities Act and the exemptions from registration set forth therein, and the transfer agent will be instructed to note these restrictions on transfer on the stock records of the Company. The Reliance by the Company upon an exemption from registration is predicated, in part, upon the representations and warranties of Purchaser contained in this Section 3.

Investment Intention. (a) The Purchaser is an accredited investor acquiring the Shares and the Warrant for its own account, for investment purposes only and not with a view to the distribution (as that -------------------- such term is defined used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act") thereof. The Purchaser understands that the Shares and the Warrant have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (b) The Purchaser is (i) an "accredited investor" within the meaning of Rule 501(a501 of Regulation D under the Securities Act, (ii) as promulgated experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Shares and the Warrant, and (iv) able to afford the loss of is investment in the Shares and the Warrant. (c) The Purchaser understands that the Shares and the Warrant are being offered and sold by the Seller in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Seller is relying upon the accuracy of, and Purchaser's compliance with, Purchaser's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Purchaser to purchase the Shares and the Warrant; (d) The Purchaser acknowledges that in making its decision to purchase the Shares and the Warrant it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the terms and conditions of the private sale of the Shares and the Warrant by the Seller. (e) The Purchaser understands that the Shares and the Warrant have not been approved or disapproved by the Securities and Exchange Commission and is acquiring the Placement Shares for investment purposes, with no present intention of and with no view toward distributing all or any part state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Placement Shares to others for resale or otherwise participating, directly or indirectly, in any distribution of and the Placement Shares in violation of state or federal securities laws. Purchaser understands that the Placement Shares Warrant and have not been registered under confirmed or determined the adequacy or accuracy of any state or federal securities laws based upon the understanding such documents of the Company that the issuance of the Placement Shares as described in this Agreement is exempt from such registration. Accordingly, the Placement Shares will be treated as Restricted Securities, as defined in Rule 144 of the Securities Act, under the provisions of Rule 144 as promulgated by the Commission. The purchaser agrees that the Certificates representing the Placement Shares will contain a legend to this effect as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT 0F 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS PROHIBITED UNLESS SUCH SALE OR OTHER DISPOSITION IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSinstruments." Purchaser agrees that it will not make any sale of the Placement Shares without causing the prospectus delivery requirements of the Securities Act to be satisfied or otherwise complying with the Securities Act and the exemptions from registration set forth therein, and the transfer agent will be instructed to note these restrictions on transfer on the stock records of the Company. The Reliance by the Company upon an exemption from registration is predicated, in part, upon the representations and warranties of Purchaser contained in this Section 3.

Investment Intention. The Purchaser is acquiring the Initial Shares, and will acquire any additional Shares at any Option Closing, for its own account without a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof in violation of applicable law; PROVIDED, HOWEVER, that in making the representation, such Purchaser does not agree to hold the Shares for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Shares at any time in accordance with the provisions of this Agreement and the Registration Rights Agreement and in compliance with Federal and state securities laws applicable to such sale, transfer or disposition. The Purchaser is an "accredited investor as that -------------------- term is defined in Rule 501(a) as promulgated by investor" within the meaning of Regulation D under the Securities and Exchange Commission and is acquiring the Placement Shares for investment purposes, with no present intention of and with no view toward distributing all or any part of the Placement Shares to others for resale or otherwise participating, directly or indirectly, in any distribution of the Placement Shares in violation of state or federal securities lawsAct. The Purchaser understands that the Placement Shares have not been registered under any state the Securities Act and cannot be sold unless subsequently registered under the Securities Act or federal securities laws based upon the understanding of the Company that the issuance of the Placement Shares as described in this Agreement is exempt an exemption from such registrationregistration is available. Accordingly, The Purchaser understands that certificates representing the Placement Shares will be treated as Restricted Securities, as defined in Rule 144 of the Securities Act, under the provisions of Rule 144 as promulgated by the Commission. The purchaser agrees that the Certificates representing the Placement Shares will contain issued with a legend to this effect as followssubstantially in the following form: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT 0F OF 1933, AS AMENDED, AND ACCORDINGLY NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF IN THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS PROHIBITED UNLESS SUCH SALE OR OTHER DISPOSITION IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS." RULES AND REGULATIONS THEREUNDER. The Purchaser agrees further acknowledges that it will not make any sale of in making the Placement Shares without causing representation and warranty contained in Section 3.3(c)(iii) hereof, the prospectus delivery requirements of the Securities Act to be satisfied or otherwise complying with the Securities Act and the exemptions from registration set forth therein, and the transfer agent will be instructed to note these restrictions on transfer Company is relying on the stock records accuracy of the Company. The Reliance by the Company upon an exemption from registration is predicated, in part, upon the representations and warranties of Purchaser the Purchasers contained in this Section 34.3 and Section 4.4.

Investment Intention. (a) The Purchaser is an accredited investor acquiring the Excelsior Shares for its own account, for investment purposes only and not with a view to the distribution (as that -------------------- such term is defined used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act")) thereof. The Purchaser understands that the Excelsior Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (b) The Purchaser is (i) an "accredited investor" within the meaning of Rule 501(a501 of Regulation D under the Securities Act, (ii) as promulgated experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Excelsior Shares, and (iv) able to afford the loss of its investment in the Excelsior Shares. (c) The Purchaser understands that the Excelsior Shares are being offered and sold by the Seller in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Seller is relying upon the accuracy of, and the Purchaser's compliance with, the Purchaser's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of the Purchaser to purchase the Excelsior Shares. (d) The Purchaser acknowledges that in making its decision to purchase the Excelsior Shares it has been given an opportunity to ask questions of and to receive answers from Excelsior's executive officers, directors and management personnel concerning the terms and conditions of the private sale of the Excelsior Shares by the Seller. (e) The Purchaser understands that the Excelsior Shares have not been approved or disapproved by the Securities and Exchange Commission and is acquiring the Placement Shares for investment purposes, with no present intention of and with no view toward distributing all or any part state, securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Placement Shares to others for resale or otherwise participatingExcelsior Shares, directly or indirectly, in any distribution of the Placement Shares in violation of state or federal securities laws. Purchaser understands that the Placement Shares and have not been registered under confirmed or determined the adequacy or accuracy of any state or federal securities laws based upon the understanding such documents of the Company that the issuance of the Placement Shares as described in this Agreement is exempt from such registration. Accordingly, the Placement Shares will be treated as Restricted Securities, as defined in Rule 144 of the Securities Act, under the provisions of Rule 144 as promulgated by the Commission. The purchaser agrees that the Certificates representing the Placement Shares will contain a legend to this effect as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT 0F 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS PROHIBITED UNLESS SUCH SALE OR OTHER DISPOSITION IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSinstruments." Purchaser agrees that it will not make any sale of the Placement Shares without causing the prospectus delivery requirements of the Securities Act to be satisfied or otherwise complying with the Securities Act and the exemptions from registration set forth therein, and the transfer agent will be instructed to note these restrictions on transfer on the stock records of the Company. The Reliance by the Company upon an exemption from registration is predicated, in part, upon the representations and warranties of Purchaser contained in this Section 3.

Investment Intention. The Purchaser is acquiring the Initial Shares, and will acquire any additional Shares at any Option Closing, for its own account without a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof in violation of applicable law; PROVIDED, HOWEVER, that in making the representation, such Purchaser does not 11 17 agree to hold the Shares for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Shares at any time in accordance with the provisions of this Agreement and the Registration Rights Agreement and in compliance with Federal and state securities laws applicable to such sale, transfer or disposition. The Purchaser is an "accredited investor as that -------------------- term is defined in Rule 501(a) as promulgated by investor" within the meaning of Regulation D under the Securities and Exchange Commission and is acquiring the Placement Shares for investment purposes, with no present intention of and with no view toward distributing all or any part of the Placement Shares to others for resale or otherwise participating, directly or indirectly, in any distribution of the Placement Shares in violation of state or federal securities lawsAct. The Purchaser understands that the Placement Shares have not been registered under any state the Securities Act and cannot be sold unless subsequently registered under the Securities Act or federal securities laws based upon the understanding of the Company that the issuance of the Placement Shares as described in this Agreement is exempt an exemption from such registrationregistration is available. Accordingly, The Purchaser understands that certificates representing the Placement Shares will be treated as Restricted Securities, as defined in Rule 144 of the Securities Act, under the provisions of Rule 144 as promulgated by the Commission. The purchaser agrees that the Certificates representing the Placement Shares will contain issued with a legend to this effect as followssubstantially in the following form: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT 0F OF 1933, AS AMENDED, AND ACCORDINGLY NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF IN THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS PROHIBITED UNLESS SUCH SALE OR OTHER DISPOSITION IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS." RULES AND REGULATIONS THEREUNDER. The Purchaser agrees further acknowledges that it will not make any sale of in making the Placement Shares without causing representation and warranty contained in Section 3.3(c)(iii) hereof, the prospectus delivery requirements of the Securities Act to be satisfied or otherwise complying with the Securities Act and the exemptions from registration set forth therein, and the transfer agent will be instructed to note these restrictions on transfer Company is relying on the stock records accuracy of the Company. The Reliance by the Company upon an exemption from registration is predicated, in part, upon the representations and warranties of Purchaser the Purchasers contained in this Section 34.3 and Section 4.4.

Investment Intention. Purchaser Except for the Xxxxxx Assignment, Seller is acquiring the Parent Stock for its own account for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any federal or state securities laws. Seller is an "accredited investor investor" as that -------------------- term is defined in Rule 501(a) as Regulation D promulgated by the Securities and Exchange Commission and under the Securities Act. Seller acknowledges that (a) it is acquiring informed as to the Placement Shares for investment purposes, with no present intention of and with no view toward distributing all or any part risks of the Placement Shares to others for resale or otherwise participating, directly or indirectly, in any distribution transactions contemplated hereby and of ownership of the Placement Shares in violation of state or federal securities laws. Purchaser understands that Parent Stock; (b) the Placement Shares have Parent Stock has not been registered under any state or federal securities laws based upon the understanding of the Company that the issuance of the Placement Shares as described in this Agreement is exempt from such registration. Accordingly, the Placement Shares will be treated as Restricted Securities, as defined in Rule 144 of the Securities Act, or any state or foreign securities Laws and that the Parent Stock may not be sold, transferred, offered for sale, assigned, pledged, hypothecated, or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation, or other disposition is pursuant to the terms of an effective registration statement under the provisions Securities Act and, where applicable, the Parent Stock is registered under any applicable state or foreign securities Laws, except to the extent an exemption from registration under the Securities Act and any applicable state or foreign securities Laws is available, (c) Seller was not offered the Parent Stock by means of Rule 144 as promulgated by any general advertisement or general solicitation; and (d) the Commission. The purchaser agrees that certificates or book entry accounts for the Certificates representing the Placement Shares Parent Stock will contain bear a legend substantially similar to this effect as followsthe following: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND THE RESALE OF SUCH SECURITIES HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT 0F OF 1933, AS AMENDED, . SUCH SECURITIES MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS PROHIBITED UNLESS SUCH SALE OR OTHER DISPOSITION IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSACT." Purchaser agrees that it will not make any sale of the Placement Shares without causing the prospectus delivery requirements of the Securities Act to be satisfied or otherwise complying with the Securities Act and the exemptions from registration set forth therein, and the transfer agent will be instructed to note these restrictions on transfer on the stock records of the Company. The Reliance by the Company upon an exemption from registration is predicated, in part, upon the representations and warranties of Purchaser contained in this Section 3."

Investment Intention. (a) The Purchaser is an accredited investor acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution (as that -------------------- such term is defined used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act") thereof. The Purchaser understands that the Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (b) The Purchaser is (i) an "accredited investor" within the meaning of Rule 501(a501 of Regulation D under the Securities Act, (ii) as promulgated experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Shares, and (iv) able to afford the loss of is investment in the Shares. (c) The Purchaser understands that the Shares are being offered and sold by the Seller in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Seller is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Shares; (d) The Purchaser acknowledges that in making its decision to purchase the Shares it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the terms and conditions of the private sale of the Shares by the Seller. (e) The Purchaser understands that the Shares have not been approved or disapproved by the Securities and Exchange Commission and is acquiring the Placement Shares for investment purposes, with no present intention of and with no view toward distributing all or any part state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Placement Shares to others for resale or otherwise participating, directly or indirectly, in any distribution of the Placement Shares in violation of state or federal securities laws. Purchaser understands that the Placement Shares and have not been registered under confirmed or determined the adequacy or accuracy of any state or federal securities laws based upon the understanding such documents of the Company that the issuance of the Placement Shares as described in this Agreement is exempt from such registration. Accordingly, the Placement Shares will be treated as Restricted Securities, as defined in Rule 144 of the Securities Act, under the provisions of Rule 144 as promulgated by the Commission. The purchaser agrees that the Certificates representing the Placement Shares will contain a legend to this effect as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT 0F 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS PROHIBITED UNLESS SUCH SALE OR OTHER DISPOSITION IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSinstruments." Purchaser agrees that it will not make any sale of the Placement Shares without causing the prospectus delivery requirements of the Securities Act to be satisfied or otherwise complying with the Securities Act and the exemptions from registration set forth therein, and the transfer agent will be instructed to note these restrictions on transfer on the stock records of the Company. The Reliance by the Company upon an exemption from registration is predicated, in part, upon the representations and warranties of Purchaser contained in this Section 3.

Investment Intention. Purchaser is an accredited investor as that -------------------- term is defined in Rule 501(a) as promulgated by the Securities and Exchange Commission and Each Holder is acquiring the Placement Shares solely -------------------- for its own account, for investment purposes, with no present intention of and with no view toward distributing all or any part of the Placement Shares to others for resale or otherwise participating, directly or indirectly, in any distribution of the Placement Shares in violation of state or federal securities laws. Purchaser Each Holder understands that the Placement Shares have not been registered under any state or federal securities laws based upon the understanding of the Company that the issuance of the Placement Shares as described in this Agreement is exempt from such registration. Accordingly, the Placement Shares will be treated as Restricted Securities, as defined in Rule 144 of the Securities Act, under the provisions of Rule 144 as promulgated by the Commission. The purchaser Each Holder agrees that the Certificates certificates representing the Placement Shares will contain a legend to this effect as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT 0F OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS PROHIBITED UNLESS SUCH SALE OR OTHER DISPOSITION IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS." Purchaser agrees that it will not make any sale of the Placement Shares without causing the prospectus delivery requirements of the Securities Act to be satisfied or otherwise complying with the Securities Act and the exemptions from registration set forth therein, and the transfer agent will be instructed to note these restrictions on transfer on the stock records of the Company. The Reliance by the Company upon an exemption from registration is predicated, in part, upon the representations and warranties of Purchaser each Holder contained in this Section 3.