Common use of Investment Intention Clause in Contracts

Investment Intention. (a) The Purchaser is acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution (as such term is 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 of Regulation D under the Securities Act, (ii) 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 or any 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 Shares and have not confirmed or determined the adequacy or accuracy of any such documents of instruments.

Investment Intention. (a) The Each DFG Stock Purchaser -------------------- is acquiring the Shares DFG Common Stock to be acquired by it pursuant to this Agreement for its own account, for investment purposes only and not with a view to the resale or distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act")) thereof, nor with any present intention of distributing or selling the same; and, except as contemplated by this Agreement and the exhibits hereto, such DFG Stock Purchaser has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. The Each DFG Stock Purchaser understands that the Shares shares of DFG Common Stock to be received by it will not 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 . Each DFG Stock Purchaser hereby acknowledges that the certificates delivered to him or it evidencing his or its shares of DFG Common Stock shall be legended as indicated in the previous sentence and as provided in the Shareholders Agreement and DFG is not under any obligation to register such shares on such shareholder's behalf or to assist such DFG Stock Purchaser in complying with an exemption from registration under the Securities Act or any state securities law. Each DFG Stock Purchaser is (i) an "accredited investor" within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act. (b) Each DFG Stock Purchaser will be acquiring the shares of DFG Common Stock to be acquired by it: (i) as principal (as defined in the Securities Act (British Columbia) (the "Act")) for its own account, and not for the benefit of any other person; (ii) experienced in making investments of the kind contemplated by this Agreement, for investment only and not with a view to immediate resale or distribution; and (iii) capableunder the exemption from prospectus requirements available under paragraph 55(2)(4) of the Act and such DFG Stock Purchaser is not a corporation or syndicate, partnership or other form of unincorporated entity or organization created solely to permit the purchase of such shares of DFG Common Stock by reason a group of its business and financial experience, individuals whose individual share of evaluating the relative merits and risks aggregate acquisition cost of an investment in the Shares, and (iv) able shares of DFG Common Stock being acquired pursuant to afford the loss of this Agreement is investment in the Sharesless than C$97,000. (c) The offering and sale of shares of DFG Common Stock to each DFG Stock Purchaser understands that the Shares are being offered were not made through any advertisement in printed media of general and sold by the Seller in reliance on an exemption from the registration requirements regular paid circulation, radio or television or any other form 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;advertisement. (d) The Each DFG Stock Purchaser acknowledges is aware that in making its decision to purchase the Shares it no prospectus 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 prepared or filed by the Seller. (e) The Purchaser understands that the Shares have not been approved or disapproved by the Securities and Exchange Commission or DFG with any state securities commission and that the foregoing authorities have not reviewed any documents or instruments similar authority in connection with the offer issue and sale to it of the Shares shares of DFG Common Stock contemplated hereby, and have that: (i) such DFG Stock Purchaser may be restricted from using most of the civil remedies available under applicable securities legislation; (ii) such DFG Stock Purchaser may not confirmed receive information that would otherwise be required to be given and DFG is relieved from certain obligations to which it would otherwise be subject if a prospectus were provided under applicable securities legislation in connection with the issue and sale of the shares of DFG Common Stock being issued as contemplated hereby, and (iii) the issue and sale of the shares of DFG Common Stock being issued as contemplated hereby to such DFG Stock Purchaser is subject to such sale being exempt from the requirements of applicable securities laws as to the filing of a prospectus or determined the adequacy or accuracy delivery of any such documents of instrumentsan offering memorandum.

Investment Intention. Subscriber hereby represents and warrants to the Company as follows: (a) The Purchaser Subscriber is acquiring the Shares for its own account, for investment purposes only only, solely for Subscriber's own account and not with a view to to, or for resale in connection with, the distribution (as such term is used or other disposition thereof in Section 2(11) violation 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 any federal or an exemption from such registration is available.state securities laws; (b) The Purchaser Subscriber's knowledge and experience in financial and business matters are such that Subscriber is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, capable of evaluating the relative merits and risks of an its investment in the Shares, and (iv) able has made its own independent valuation with respect to afford the loss value of is investment in the Shares.; (c) The Purchaser Subscriber understands that the Shares are being offered and sold by the Seller in reliance on an exemption from the registration requirements a speculative investment which involve a high degree of risk of loss of the Securities Act investment therein, Subscriber's financial situation is such that Subscriber can afford to bear the economic risk of holding the Shares for an indefinite period of time, has adequate means for providing for Subscriber's current needs and equivalent state securities contingencies and "blue sky" laws, and that can afford to suffer the Seller is relying upon complete loss of the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth investment in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Shares; (d) The Purchaser acknowledges that Subscriber and Subscriber's representatives, including Subscriber's financial, tax, legal and other advisers, have carefully reviewed all documents furnished to them in making 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 decision to purchase the Shares it has prospects or other matters; (e) Subscriber and Subscriber's representatives have been given an the opportunity to examine all documents (including, without limitation, this Agreement and the Other Documents) and to ask questions of of, and to receive answers from from, the Company's executive officers, directors Company and management personnel its representatives concerning the terms and conditions of the private sale acquisition of the Shares by and the Seller.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 has been provided to Subscriber in order for Subscriber to evaluate the merits and risk of the investment in the Shares; (ef) The Purchaser Subscriber understands that the Shares have not been approved or disapproved by no federal agency (including the Securities and Exchange Commission Commission), state agency or foreign agency has made or will make any state securities commission 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 that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it domiciliary of the Shares jurisdiction set forth as Subscriber's legal residence below Subscriber's signature on the signature page hereof. Subscriber intends to relocate to the greater Dayton, Ohio area and have not confirmed or determined the adequacy or accuracy become a bona fide resident and domiciliary thereof prior to December 31, 2002. Subscriber has no present intention of becoming a resident of any such documents of instrumentsother jurisdiction.

Investment Intention. (a) The Purchaser is acquiring the Excelsior Shares for its own account, for investment purposes only and not with a view to the distribution (as such term is 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 of Regulation D under the Securities Act, (ii) 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 is 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 Buyerthe Purchaser's compliance with, Buyerthe Purchaser's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer 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 the CompanyExcelsior'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 or any state 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 Shares Excelsior Shares, and have not confirmed or determined the adequacy or accuracy of any such documents of instruments.

Investment Intention. (a) The Purchaser is acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities ActSECURITIES 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 of Regulation D under the Securities Act, (ii) 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 placement of the Shares by the SellerCompany. (e) The Purchaser understands that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any 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 Shares and have not confirmed or determined the adequacy or accuracy of any such documents of instruments.

Investment Intention. (a) The Purchaser is acquiring the Shares Acquired Securities for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act")) thereof. The Purchaser understands that the Shares Acquired Securities 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 of Regulation D under the Securities Act, (ii) 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 SharesAcquired Securities, and (iv) able to afford the loss of is its investment in the SharesAcquired Securities. (c) The Purchaser understands that the Shares Acquired Securities 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 Buyerthe Purchaser's compliance with, Buyerthe Purchaser's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer the Purchaser to purchase the Shares;Acquired Securities. (d) The Purchaser acknowledges that in making its decision to purchase the Shares Acquired Securities it has been given an opportunity to ask questions of and to receive answers from the CompanyExcelsior's executive officers, directors and management personnel concerning the terms and conditions of the private sale of the Shares Acquired Securities by the Seller. (e) The Purchaser understands that the Shares Acquired Securities have not been approved or disapproved by the Securities and Exchange Commission or any state 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 Shares Acquired Securities, and have not confirmed or determined the adequacy or accuracy of any such documents of instruments.

Investment Intention. (a) The Purchaser Each Holder is acquiring the Shares solely -------------------- for its own account, for investment purposes only purposes, with no present intention of and not with a no view to the distribution (as such term is used in Section 2(11) toward distributing all or any part of the Securities Act Shares to others for resale or otherwise participating, directly or indirectly, in any distribution of 1933, as amended (the "Securities Act") thereofShares in violation of state or federal securities laws. The Purchaser Each Holder understands that the Shares have not been registered under any state or federal securities laws based upon the Securities Act and cannot be sold unless subsequently registered under understanding of the Securities Act or an exemption Company that the issuance of the Shares as described in this Agreement is exempt from such registration is available. (b) The Purchaser is (i) an "accredited investor" within registration. Accordingly, the meaning Shares will be treated as Restricted Securities, as defined in Rule 144 of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments under the provisions of Rule 144 as promulgated by 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 Commission. Each Holder agrees that the certificates representing the Shares are being offered and sold 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 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." The Reliance by the Seller in reliance on Company upon an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" lawsis predicated, and that the Seller is relying in part, upon the accuracy of, representations and Buyer's compliance with, Buyer's representations, warranties and covenants set forth of each Holder contained 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 SellerSection 3. (e) The Purchaser understands that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any 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 Shares and have not confirmed or determined the adequacy or accuracy of any such documents of instruments.

Investment Intention. (a) The Purchaser is acquiring the Initial Shares, and will acquire any additional Shares at any Option Closing, for its own account, for investment purposes only and not with account without a view to the distribution (as such term is used in Section 2(11) of the Securities Act Act) thereof in violation of 1933applicable law; PROVIDED, as amended (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" within the meaning of Regulation D under 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 of Regulation D under the Securities Act, (ii) 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 certificates representing the Shares are being offered and sold by will be issued with a legend substantially in the Seller in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" lawsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and that the Seller is relying upon the accuracy ofAS AMENDED, and Buyer's compliance withAND ACCORDINGLY NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, Buyer's representationsTRANSFERRED, 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) PLEDGED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND THE RULES AND REGULATIONS THEREUNDER. The Purchaser further acknowledges that in making its decision to purchase the Shares it has been given an opportunity to ask questions of representation and to receive answers from warranty contained in Section 3.3(c)(iii) hereof, the Company's executive officers, directors and management personnel concerning Company is relying on the terms and conditions accuracy of the private sale representations and warranties of the Shares by the SellerPurchasers contained in this Section 4.3 and Section 4.4. (e) The Purchaser understands that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any 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 Shares and have not confirmed or determined the adequacy or accuracy of any such documents of instruments.

Investment Intention. (aPurchaser is an accredited investor as that -------------------- term is defined in Rule 501(a) The Purchaser as promulgated by the Securities and Exchange Commission and is acquiring the Placement Shares for its own accountinvestment purposes, for investment purposes only with no present intention of and not with a no view to the distribution (as such term is used in Section 2(11) toward distributing all or any part of the Securities Act Placement Shares to others for resale or otherwise participating, directly or indirectly, in any distribution of 1933, as amended (the "Securities Act") thereofPlacement Shares in violation of state or federal securities laws. The Purchaser understands that the Placement Shares have not been registered under any state or federal securities laws based upon the Securities Act and cannot be sold unless subsequently registered under understanding of the Securities Act or an exemption Company that the issuance of the Placement Shares as described in this Agreement is exempt from such registration is available. (b) The Purchaser is (i) an "accredited investor" within registration. Accordingly, the meaning Placement Shares will be treated as Restricted Securities, as defined in Rule 144 of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments 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 kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating Placement Shares without causing 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 prospectus delivery requirements of the Securities Act to be satisfied or otherwise complying with the Securities Act and equivalent state securities and "blue sky" lawsthe exemptions from registration set forth therein, and that the Seller 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 relying predicated, in part, upon the accuracy of, representations and Buyer's compliance with, Buyer's representations, warranties and covenants set forth of Purchaser contained 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 SellerSection 3. (e) The Purchaser understands that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any 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 Shares and have not confirmed or determined the adequacy or accuracy of any such documents of instruments.

Investment Intention. (a) The Purchaser Except for the Xxxxxx Assignment, Seller is acquiring the Shares Parent Stock for its own account, account for investment purposes only 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" as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. Seller acknowledges that (a) it is informed as to the distribution (as such term is used in Section 2(11) risks of the Securities Act transactions contemplated hereby and of 1933, as amended ownership of the Parent Stock; (b) the "Securities Act") thereof. The Purchaser understands that the Shares have Parent Stock has not been registered under the Securities Act Act, or any state or foreign securities Laws and canthat the Parent Stock may not be sold sold, transferred, offered for sale, assigned, pledged, hypothecated, or otherwise disposed of unless subsequently registered such transfer, sale, assignment, pledge, hypothecation, or other disposition is pursuant to the terms of an effective registration statement under the 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 such registration is available. (b) The Purchaser is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) 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 any applicable state or foreign securities Laws is available, (c) Seller was not offered the Parent Stock by means of any general advertisement or general solicitation; 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 the certificates or book entry accounts for the Parent Stock will bear a legend substantially similar to purchase the Shares it has been given an opportunity to ask questions of and to receive answers from the Company's executive officersfollowing: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, directors and management personnel concerning the terms and conditions of the private sale of the Shares by the SellerAND THE RESALE OF SUCH SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT. (e) The Purchaser understands that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any 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 Shares and have not confirmed or determined the adequacy or accuracy of any such documents of instruments."

Investment Intention. (a) The Purchaser is acquiring the Shares and the Warrant for its own account, for investment purposes only and not with a view to the distribution (as such term is 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 of Regulation D under the Securities Act, (ii) 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 SharesShares and the Warrant, and (iv) able to afford the loss of is investment in the SharesShares 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 BuyerPurchaser's compliance with, BuyerPurchaser's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer Purchaser to purchase the SharesShares 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 or any 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 Shares and the Warrant and have not confirmed or determined the adequacy or accuracy of any such documents of instruments.

Investment Intention. (a) The Purchaser is acquiring the Initial Shares, and will acquire any additional Shares at any Option Closing, for its own account, for investment purposes only and not with account without a view to the distribution (as such term is used in Section 2(11) of the Securities Act Act) thereof in violation of 1933applicable law; PROVIDED, as amended (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" within the meaning of Regulation D under 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 of Regulation D under the Securities Act, (ii) 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 certificates representing the Shares are being offered and sold by will be issued with a legend substantially in the Seller in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" lawsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and that the Seller is relying upon the accuracy ofAS AMENDED, and Buyer's compliance withAND ACCORDINGLY NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, Buyer's representationsTRANSFERRED, 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) PLEDGED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND THE RULES AND REGULATIONS THEREUNDER. The Purchaser further acknowledges that in making its decision to purchase the Shares it has been given an opportunity to ask questions of representation and to receive answers from warranty contained in Section 3.3(c)(iii) hereof, the Company's executive officers, directors and management personnel concerning Company is relying on the terms and conditions accuracy of the private sale representations and warranties of the Shares by the SellerPurchasers contained in this Section 4.3 and Section 4.4. (e) The Purchaser understands that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any 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 Shares and have not confirmed or determined the adequacy or accuracy of any such documents of instruments.