Common use of Investment Matters Clause in Contracts

Investment Matters. The Common Stock to be issued to Buyer hereunder will be acquired for its own account and not on behalf of any other Person, and all such securities are being acquired by Buyer for investment purposes only and not with a view to, or for sale in connection with, any resale or distribution of such securities. Buyer has had the opportunity to ask questions and receive answers from Ontro concerning Ontro, and has, to its Knowledge, been furnished with all of the information about Ontro which it has requested. Buyer is an "accredited investor" as defined in Rule 501(a) of the Securities Act, and to its Knowledge has been fully appraised of all facts and circumstances necessary to permit it to make an informed decision about acquiring such securities, has sufficient knowledge and expertise in business and financial matters that it is capable of evaluating the merits and risk of the investment in such securities, and has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement. Buyer has been advised by Ontro and understands that (a) the securities to be issued hereunder will not be registered under any securities laws, including without limitation, the securities laws of the United States or any other jurisdiction, (b) such securities must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available, (c) except as otherwise provided in this Agreement, Ontro is under no obligation to register such securities, (d) the securities shall bear appropriate restrictive legends, (e) Ontro shall have the right to place stop transfer orders against the securities, and (f) such securities shall be "restricted securities" under Rule 144 of the Securities Act.

Investment Matters. The Common Stock Shares to be issued to Buyer hereunder will be are being acquired for its the Seller’s own account and not on behalf of any other Person, and all such securities Shares are being acquired by Buyer for investment purposes only and not with a view to, or for sale in connection with, any resale or distribution of such securitiesShares. Buyer The Seller has received or examined the Buyer’s Annual Report on Form 10-K for the year ended December 31, 2008 and the Buyer’s 2008 Proxy Statement. The Seller has had the opportunity to ask questions and receive answers from Ontro the Buyer concerning Ontrothe Buyer, and has, to its Knowledge, has been furnished with all of the other information about Ontro the Buyer which it has requested. Buyer The Seller is an "“accredited investor" ” as defined in Rule 501(a) of the Securities Act of 1933, as amended (the “Act, and to its Knowledge ”). The Seller has been fully appraised apprised of all facts and circumstances necessary to permit it to make an informed decision about acquiring such securitiesthe Shares, that the Seller has sufficient knowledge and expertise experience in business and financial matters that it is capable of evaluating the merits and risk risks of the an investment in such securitiesthe Shares, and that it has the capacity to protect its own interests in connection with the transactions contemplated by this Agreementhereby. Buyer The Seller has been advised by Ontro the Buyer and understands that that, (a1) the securities Shares to be issued hereunder will not be registered under any federal or state securities laws, including without limitation, the securities laws of the United States or any other jurisdiction, (b2) such securities shares must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available, (c) except as otherwise provided in this Agreement, Ontro is under no obligation to register such securities, (d3) the securities certificates representing such shares shall bear appropriate restrictive legends, and (e4) Ontro the Buyer shall have the right to direct the transfer agent of its common stock to place a stop transfer orders order against the securities, and (f) such securities shall be "restricted securities" under Rule 144 of the Securities Actcertificates.

Investment Matters. The Common Stock to be issued to Buyer hereunder will be Securities are being acquired for its Kennilworth's own account and not on behalf of any other Person, and all such securities the Securities are being acquired by Buyer Kennilworth for investment purposes only and not with a view to, or for sale in connection with, any resale or distribution of such securitiesthe Securities which would be in violation of the Securities Act, the Exchange Act or the securities or blue sky laws of the United States of America or any state or territory thereof. Buyer Kennilworth has received and examined the Commission Filings. Kennilworth has had the opportunity to ask questions of and receive answers from Ontro the management of the Company concerning Ontrothe Company, and has, to its Knowledge, has been furnished with all of the other information about Ontro the Company which it has requested. Buyer Kennilworth believes that it is an "accredited investor" as defined in Rule 501(a) of the Securities Act, and to its Knowledge that it has been fully appraised apprised of all facts and circumstances necessary to permit it to make an informed decision about acquiring such securitiesthe Securities, that it has sufficient knowledge and expertise experience in business and financial matters matters, that it is capable of evaluating the merits and risk risks of the an investment in such securities, the Securities and that it has the capacity to protect its own interests in connection with the transactions contemplated by this AgreementKennilworth's Closing Documents. Buyer Kennilworth has been advised by Ontro the Company and understands that that, except as expressly contemplated by Kennilworth's Closing Documents, (a) the securities Securities to be issued hereunder will not be registered under any securities laws, including including, without limitation, the securities laws of the United States or any other jurisdiction, (b) such securities the Securities must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available, (c) except as otherwise provided in this Agreement, Ontro is under no obligation to register such securities, the Securities shall bear appropriate restrictive legends and (d) the securities shall bear appropriate restrictive legends, (e) Ontro Company shall have the right to place a stop transfer orders order against the securities, and (f) such securities shall be "restricted securities" under Rule 144 Securities prohibiting transfer of the Securities except in accordance with the Securities Act.

Investment Matters. The Common Stock to be issued to Buyer hereunder will be acquired Exchanging Lender (i) is acquiring Notes for its own account and not on behalf of any other Personaccount, and all such securities are being acquired by Buyer solely for investment purposes only and not with a view totoward, or for sale in connection with, any resale distribution thereof in violation of any foreign, federal, state or distribution local securities or “blue sky” laws, or with any present intention of distributing or selling such securities. Buyer Notes in violation of any such laws, (ii) has had the opportunity to ask questions and receive answers from Ontro concerning Ontro, and has, to its Knowledge, been furnished with all of the information about Ontro which it has requested. Buyer is an "accredited investor" as defined in Rule 501(a) of the Securities Act, and to its Knowledge has been fully appraised of all facts and circumstances necessary to permit it to make an informed decision about acquiring such securities, has sufficient knowledge and expertise experience in financial and business matters and financial matters in investments of this type that it is capable of evaluating the merits and risk risks of the its investment in such securitiesthe Notes and Common Stock issuable upon conversion thereof and of making an informed investment decision, and has (iii) is a “qualified institutional buyer” within the capacity to protect its own interests in connection with meaning of Rule 144A under the transactions contemplated by this AgreementSecurities Act or is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Buyer has been advised by Ontro and The Exchanging Lender understands that (a) the Company will be relying on the statements contained herein to establish an exemption from registration under the Securities Act and under foreign, federal, state and local securities to be issued hereunder laws and acknowledges that, except as provided in the Investor Agreement, the Notes and Common Stock issuable upon conversion thereof will not be registered under any securities laws, including without limitation, the securities laws of the United States Securities Act or any other jurisdiction, (b) applicable law and that such securities must Notes and Common Stock may not be held indefinitely unless and until they are subsequently registered or an exemption from transferred except pursuant to the registration becomes available, (c) except as otherwise provided in this Agreement, Ontro is under no obligation to register such securities, (d) the securities shall bear appropriate restrictive legends, (e) Ontro shall have the right to place stop transfer orders against the securities, and (f) such securities shall be "restricted securities" under Rule 144 provisions of the Securities ActAct (and in compliance with any other applicable law) or pursuant to an applicable exemption therefrom. The Exchanging Lender acknowledges that (x) it has been furnished with all other materials that it considers relevant to an investment in the Notes and (y) it has had a full opportunity to ask questions of and receive answers from the Company or any Person or Persons acting on behalf of the Company concerning the terms and conditions of an investment in the Notes.

Investment Matters. The Common Stock Shares to be issued to Buyer hereunder will be are being acquired for its each Seller's and Principal's own account and not on behalf of any other Person, and all such securities Shares are being acquired by Buyer for investment purposes only and not with a view to, or for sale in connection with, any resale or distribution of such securitiesShares. Buyer Each of the Sellers and Principals has received or examined the SEC Reports. Each of the Sellers and Principals has had the opportunity to ask questions and receive answers from Ontro Buyer concerning OntroBuyer, and has, to its Knowledge, have been furnished with all of the other information about Ontro Buyer which it has requestedrequested (it being understood that each Seller and each Principal is relying on the representations and warranties of Buyer set forth herein). Buyer Each Seller and Principal is an "accredited investor" as defined in Rule 501(a) of the Securities ActAct of 1933, as amended. Each Seller and to its Knowledge Principal believes that it or he has been fully appraised apprised of all facts and circumstances necessary to permit it or him to make an informed decision about acquiring such securitiesthe Shares, that it or he has sufficient knowledge and expertise experience in business and financial matters that it or he is capable of evaluating the merits and risk risks of the an investment in such securitiesthe Shares, and that it or he has the capacity to protect its or his own interests in connection with the transactions contemplated hereby. Each of the Sellers and Principals have been advised by Buyer and understand that, except as otherwise contemplated by this Agreement. Buyer has been advised by Ontro and understands that , (a1) the securities Shares to be issued hereunder will not be registered under any securities laws, including without limitation, the federal or state securities laws at the time of the United States or any other jurisdictionissuance thereof, (b2) such securities Shares must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available, (c) except as otherwise provided in this Agreement, Ontro is under no obligation to register such securities, (d3) the securities certificates representing such Shares shall bear appropriate restrictive legends, and (e4) Ontro Buyer shall have the right to direct the transfer agent of its common stock to place a stop transfer orders order against the securities, and (f) such securities shall be "restricted securities" under Rule 144 of the Securities Actcertificates.

Investment Matters. The Common Stock Shares to be issued to Buyer hereunder will be are being acquired for its Seller’s own account and not on behalf of any other Person, and all such securities Shares are being acquired by Buyer for investment purposes only and not with a view to, or for sale in connection with, any resale or distribution of such securitiesShares. Buyer Seller has received or examined Buyer’s Annual Report on Form 10-K for year ending December 31, 2005. Seller has had the opportunity to ask questions and receive answers from Ontro Buyer concerning OntroBuyer, and has, to its Knowledge, have been furnished with all of the other information about Ontro Buyer which it has requested. Buyer Seller is an "“accredited investor" ” as defined in Rule 501(a) of the Securities Act of 1933, as amended (the “Securities Act, and to its Knowledge ”). Each of Seller believes that it has been fully appraised apprised of all facts and circumstances necessary to permit it to make an informed decision about acquiring such securitiesthe Shares, that it has sufficient knowledge and expertise experience in business and financial matters that it is capable of evaluating the merits and risk risks of the an investment in such securitiesthe Shares, and that it has the capacity to protect its own interests in connection with the transactions contemplated by this Agreementhereby. Buyer Seller has been advised by Ontro Buyer and understands that that, except as provided in Section 10 hereof, (a1) the securities Shares to be issued hereunder will not be registered under any federal or state securities laws, including without limitation, the securities laws of the United States or any other jurisdiction, (b2) such securities shares must be held indefinitely unless and until they are subsequently registered pursuant to Section 10 hereof or an exemption from registration becomes available, (c) except as otherwise provided in this Agreement, Ontro is under no obligation to register such securities, (d3) the securities certificates representing such shares shall bear appropriate restrictive legends, and (e4) Ontro Buyer shall have the right to direct the transfer agent of its common stock to place a stop transfer orders order against such certificates. Except as set forth on Schedule 4.23, Seller has not sold any shares of capital stock or other securities of Seller or of Buyer at any time during the securities, and (f) such securities shall be "restricted securities" under Rule 144 of 30-day period ending on the Securities ActClosing Date.