Common use of Investment Representations and Covenants of the Purchaser Clause in Contracts

Investment Representations and Covenants of the Purchaser. (a) This Agreement is made by the Company in reliance upon the Purchaser's representations and covenants made in this Section 4. The Purchaser represents that the Shares, the Warrant and the Shares issuable upon conversion of the Preferred Shares and exercise of the Warrant will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or "distribution" of any part thereof within the meaning of the Securities Act. (b) The Purchaser understands and acknowledges that the offering of the Shares and the Warrant pursuant to this Agreement will not, and any issuance of Common Stock on conversion of the Preferred Shares may not, be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated on the Purchaser's representations set forth herein. (c) The Purchaser is an "accredited investor" within the meaning of Regulation D under the Securities Act. (d) The Purchaser is experienced in making venture capital investments in high-technology companies and it is able to fend for itself in transactions such as the one contemplated by this Agreement, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its prospective investment in the Company, and has the ability to bear the economic risks of the investment. (e) The Purchaser acknowledges that it has been informed of, and has considered in evaluating its investment in the Shares and the Warrant, the following factors (without limitation): (i) the Company's business and prospects are highly dependent on the acceptance of the Company's Internet Payment System and other Internet-related products and services, and on widespread adoption of the Internet as a medium for commercial transactions; (ii) the market for Internet-based transaction payment systems has only recently begun to develop, is rapidly evolving and is characterized by an increasing number of entrants and rapid technological change; (iii) the future viability of the Internet as a medium for commercial transactions is highly speculative; the Internet may not prove to be a viable commercial marketplace because of inadequate development of the necessary infrastructure, such as a reliable network backbone or timely development of complimentary products, such as high speed modems; (iv) if the necessary infrastructure or complementary products are not developed, if the Internet does not become a viable commercial marketplace, or if the Company's Internet payment system is not widely adopted by merchants and consumers, the Company's business, operating results and financial condition will be materially adversely affected. (f) The Purchaser acknowledges and understands that the Shares, the Warrant and any Common Stock acquired upon the conversion of the Preferred Shares and any shares acquired upon exercise of the Warrant, must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available, and that, except as otherwise provided in the Shareholder Rights Agreement, the Company is under no obligation to register either the Shares or such Common Stock. (g) The Purchaser acknowledges that it is familiar with Rule 144 promulgated under the Securities Act. (h) The Purchaser acknowledges that in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or compliance with another exemption from registration will be required for any disposition of its stock. (i) The Purchaser covenants that, in the absence of an effective registration statement covering the stock in question, it will not sell, transfer or otherwise dispose of the Shares, the Warrant or any Common Stock issued on conversion of the Preferred Shares or any shares issued upon exercise of the Warrant other than in a transaction registered under the Securities Act or exempt from the registration provisions thereof. In connection therewith the Purchaser acknowledges that the Company shall make a notation on its stock books regarding the restrictions on transfer set forth in this Section 4 and shall transfer shares and warrants on the books of the Company only to the extent not inconsistent therewith.

Investment Representations and Covenants of the Purchaser. (a) This Agreement is made by the Company in reliance upon the Purchaser's representations and covenants made in this Section 4. The Purchaser represents that the Shares, the Warrant and the Shares Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrant will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or "distribution" of any part thereof within the meaning of the Securities Act. (b) The Purchaser understands and acknowledges that the offering of the Shares and the Warrant pursuant to this Agreement will not, and any issuance of Common Stock on conversion of the Preferred Shares may not, be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated on the Purchaser's representations set forth herein. (c) The Purchaser is an "accredited investor" within the meaning of Regulation D under the Securities Act. (d) The Purchaser is experienced in making venture capital investments in high-technology companies and it is able to fend for itself in transactions such as the one contemplated by this Agreement, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its prospective investment in the Company, and has the ability to bear the economic risks of the investment. (e) The Purchaser acknowledges that it has been informed of, and has considered in evaluating its investment in the Shares and the Warrant, the following factors (without limitation): (i) the Company's business and prospects are highly dependent on the acceptance of the Company's Internet Payment System and other Internet-related products and services, and on widespread adoption of the Internet as a medium for commercial transactions; (ii) the market for Internet-based transaction payment systems has only recently begun to develop, is rapidly evolving and is characterized by an increasing number of entrants and rapid technological change; (iii) the future viability of the Internet as a medium for commercial transactions is highly speculative; the Internet may not prove to be a viable commercial marketplace because of inadequate development of the necessary infrastructure, such as a reliable network backbone or timely development of complimentary products, such as high speed modems; (iv) if the necessary infrastructure or complementary products are not developed, if the Internet does not become a viable commercial marketplace, or if the Company's Internet payment system is not widely adopted by merchants and consumers, the Company's business, operating results and financial condition will be materially adversely affected. (f) The Purchaser acknowledges and understands that the Shares, the Warrant and any Common Stock acquired upon the conversion of the Preferred Shares and any shares acquired upon exercise of the Warrant, must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available, and that, except as otherwise provided in the Shareholder Rights Agreement, the Company is under no obligation to register either the Shares or such Common Stock. (g) The Purchaser acknowledges that it is familiar with Rule 144 promulgated under the Securities Act. (h) The Purchaser acknowledges that in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or compliance with another exemption from registration will be required for any disposition of its stock. (i) The Purchaser covenants that, in the absence of an effective registration statement covering the stock in question, it will not sell, transfer or otherwise dispose of the Shares, the Warrant or any Common Stock issued on conversion of the Preferred Shares or any shares issued upon exercise of the Warrant other than in a transaction registered under the Securities Act or exempt from the registration provisions thereof. In connection therewith the Purchaser acknowledges that the Company shall make a notation on its stock books regarding the restrictions on transfer set forth in this Section 4 and shall transfer shares and warrants on the books of the Company only to the extent not inconsistent therewith.

Investment Representations and Covenants of the Purchaser. (a) This Agreement is made by Each Purchaser hereby represents, warrants and covenants to the Company in reliance upon Company, severally and not jointly, with respect to its purchase of the Shares as follows: Investment Representations and Covenants of the Purchaser's representations and covenants made in this Section 4. The Purchaser represents understands that the Shares, the Warrant Shares (and the Shares Common Stock issuable upon conversion of the Preferred Shares) have not been registered under the Act and are being offered and sold pursuant to an exemption from registration contained in the Act based in part upon the representations of Purchaser contained herein. Purchaser is acquiring the Shares (and exercise the Common Stock issuable upon conversion of the Warrant will be acquired Shares) for Purchaser's own account for investment for its own account, and not as a nominee or agent, and not with a view to the sale or "distribution" of any part thereof within the meaning of the Securities Act. (b) The distribution thereof. Purchaser understands and acknowledges that the offering of the Shares and the Warrant pursuant to this Agreement will not, and any issuance of Common Stock on conversion of the Preferred Shares may not, be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated on the Purchaser's representations set forth herein. (c) The Purchaser is an "accredited investor" within the meaning of Regulation D under the Securities Act. (d) The Purchaser is experienced in making venture capital investments in high-technology companies and it is able to fend for itself in transactions such as the one contemplated by this Agreement, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its prospective investment in the Company, and has the ability to must bear the economic risks risk of the investment. (e) The Purchaser acknowledges that it has been informed of, and has considered in evaluating its this investment in indefinitely unless the Shares and the Warrant, the following factors (without limitation): (i) the Company's business and prospects are highly dependent on the acceptance of the Company's Internet Payment System and other Internet-related products and services, and on widespread adoption of the Internet as a medium for commercial transactions; (ii) the market for Internet-based transaction payment systems has only recently begun to develop, is rapidly evolving and is characterized by an increasing number of entrants and rapid technological change; (iii) the future viability of the Internet as a medium for commercial transactions is highly speculative; the Internet may not prove to be a viable commercial marketplace because of inadequate development of the necessary infrastructure, or such as a reliable network backbone or timely development of complimentary products, such as high speed modems; (iv) if the necessary infrastructure or complementary products are not developed, if the Internet does not become a viable commercial marketplace, or if the Company's Internet payment system is not widely adopted by merchants and consumers, the Company's business, operating results and financial condition will be materially adversely affected. (f) The Purchaser acknowledges and understands that the Shares, the Warrant and any Common Stock acquired upon are registered pursuant to the conversion of the Preferred Shares and any shares acquired upon exercise of the WarrantAct, must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available, and that, except as otherwise provided in the Shareholder Rights Agreement, that the Company is under has no obligation to register either the Shares or such Common Stock. Stock (g) The except as may be provided in the Investor Rights Agreement between the Company and the Purchaser acknowledges to be executed and delivered at Closing). Purchaser further understands that it there is familiar with Rule 144 promulgated no assurance that any exemption from the Act will be available or, if available, that such exemption will allow Purchaser to dispose of or otherwise transfer any or all of the Shares or such Common Stock under the Securities Act. (h) The Purchaser acknowledges that circumstances, in the event amounts or at the applicable requirements times Purchaser might propose. By reason of Rule 144 are Purchaser's business or financial experience, Purchaser has the capacity to protect Purchaser's own interests in connection with the purchase of the Shares hereunder and has the ability to bear the economic risk (including the risk of total loss) of Purchaser's investment. Purchaser further covenants that Purchaser will not metmake any sale, registration under transfer or other disposition of the Shares or such Common Stock in violation of the Act, the Securities and Exchange Act of 1934, or compliance with another exemption from registration will be required for any disposition the rules of its stock. (i) The the Commission promulgated thereunder. Purchaser covenants that, in the absence of an effective registration statement covering the stock in questionShares and the Common Stock issued on conversion thereof, it will not sell, transfer transfer, or otherwise dispose of the Shares, the Warrant or Shares and any Common Stock issued on conversion of the Preferred Shares or any shares issued upon exercise of the Warrant other than thereof only in a transaction registered under the Securities Act or exempt from the registration provisions thereofmanner consistent with its representations and covenants set forth in this Section 4. In connection therewith the therewith, Purchaser acknowledges that the Company shall make a notation on in its stock books regarding the restrictions on transfer set forth in this Section 4 and shall transfer such shares and warrants on the books of the Company only to the extent not inconsistent therewith. Purchaser represents that it is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. Purchaser understands that no public market now exists for any of the securities issued by the Company. Purchaser is domiciled in the state of California. Purchaser has the full power and authority to execute, enter into, deliver and carry out the terms and conditions of this Agreement, each of the Transaction Agreements to be executed and delivered by Purchaser, and all other agreements and instruments contemplated hereby and thereby, and to perform its obligations hereunder and thereunder. Such Agreements, when executed and delivered by Purchaser, will constitute valid and legally binding obligations of Purchaser, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and other laws of general application affecting enforcement of creditors' rights generally, rules of law governing specific performance, injunctive relief and other equitable remedies.

Investment Representations and Covenants of the Purchaser. (a) This Agreement is made by the Company in reliance upon the Purchaser's representations and covenants made in this Section 4. The Purchaser represents that the Shares, the Warrant and the Shares issuable upon conversion of the Preferred Shares and exercise of the Warrant to be received will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or "distribution" of any part thereof within the meaning of the Securities Act. (b) The Purchaser understands and acknowledges that the offering of the Shares and the Warrant Warrants pursuant to this Agreement will not, and any issuance of Common Stock on conversion of the Preferred Shares or exercise thereof may not, be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt pursuant to Section section 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated on the Purchaser's representations set forth herein. (c) The Purchaser is an "accredited investor" within the meaning of Regulation D under the Securities Act. (d) The Without limiting the effect of any representation or warranty made by the Company, the Purchaser is experienced in making venture capital investments in high-technology companies and represents that it is able to fend for itself in transactions such as the one contemplated by this Agreement, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its prospective investment in the Company, and has the ability to bear the economic risks of the investment. (e) The Without limiting the effect of any representation or warranty made by the Company, the Purchaser acknowledges that it has been informed of, and has considered in evaluating its investment in the Shares and the WarrantShares, the following factors (without limitation): (i) the The Company's business and prospects are highly dependent on the acceptance of the Company's Internet Payment System and other Internet-related products and services, and on widespread adoption of the Internet as a medium for commercial transactions; (ii) the The market for Internet-based transaction payment systems has only recently begun to develop, is rapidly evolving and is characterized by an increasing number of entrants and rapid technological change; (iii) the future viability of the Internet as a medium for commercial transactions is highly speculative; the Internet may not prove to be a viable commercial marketplace because of inadequate development of the necessary infrastructure, such as a reliable network backbone or timely development of complimentary products, such as high speed modems; (iv) if the necessary infrastructure or complementary products are not developed, if the Internet does not become a viable commercial marketplace, or if the Company's Internet payment system is not widely adopted by merchants and consumers, the Company's business, operating results and financial condition will be materially adversely affected. (f) The Purchaser acknowledges and understands that the Shares, the Warrant and any Common Stock acquired upon the conversion of the Preferred Shares and any shares acquired upon exercise of the Warrant, must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available, and that, except as otherwise provided in the Shareholder Rights Agreement, the Company is under no obligation to register either the Shares or such Common Stock. (g) The Purchaser acknowledges that it is familiar with Rule 144 promulgated under the Securities Act. (h) The Purchaser acknowledges that in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or compliance with another exemption from registration will be required for any disposition of its stock. (i) The Purchaser covenants that, in the absence of an effective registration statement covering the stock in question, it will not sell, transfer or otherwise dispose of the Shares, the Warrant or any Common Stock issued on conversion of the Preferred Shares or any shares issued upon exercise of the Warrant other than in a transaction registered under the Securities Act or exempt from the registration provisions thereof. In connection therewith the Purchaser acknowledges that the Company shall make a notation on its stock books regarding the restrictions on transfer set forth in this Section 4 and shall transfer shares and warrants on the books of the Company only to the extent not inconsistent therewith.to