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

Investment Representations and Covenants of the Purchasers. (a) This Agreement is made by the Company with each Purchaser in reliance upon such Purchaser's representations and covenants made in this Section 4, which by its execution of this Agreement each Purchaser hereby confirms. Such Purchaser represents that the Shares, the Common Warrants and the Series C Warrants 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, and that it has no present intention of selling, granting any participation in or otherwise distributing the same. (b) Such Purchaser understands and acknowledges that the offering of the Shares, the Common Warrants and the Series C Warrants pursuant to this Agreement will not, and any issuance of Common Stock on conversion 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 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated on the Purchasers' representations set forth herein. (c) Such Purchaser represents that it is experienced in evaluating companies such as the Company, 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. (d) Such Purchaser acknowledges and understands that the Shares, the Common Warrants and the Series C Warrants, and any Common Stock acquired upon the conversion or exercise thereof, 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 Related Agreements, the Company is under no obligation to register either the Shares, the Common Warrants and the Series C Warrants or Common Stock issuable upon conversion or exercise thereof. (e) Such Purchaser acknowledges that it has received and reviewed a copy of Rule 144 promulgated under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. Such Purchaser understands that before the Shares, or any Common Stock issued upon conversion thereof, may be sold under Rule 144, the following conditions must be fulfilled, except as otherwise described below: (i) certain public information about the Company must be available; (ii) the sale must occur at least one year after the later of the date the Shares were sold by the Company or the date they were sold by an affiliate of the Company; (iii) the sale must be made in a broker's transaction; and (iv) the number of Shares sold must not exceed certain volume limitations. If, however, the sale occurs at least two years after the Shares were sold by the Company or an affiliate of the Company, and if the Purchaser is not an affiliate of the Company, the foregoing conditions will not apply. The Purchaser understands that the time period for resale of Shares or Common Stock issued upon exercise of the Common Warrants or the Series C Warrants does not begin until the Warrants are exercised unless the net exercise provisions of the Warrants are used. Such Purchaser understands that the current information referred to above is not now available and the Company has no present plans to make such information available. (f) Such 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. Such Purchaser understands that although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (g) Such Purchaser covenants that, in the absence of an effective registration statement covering the stock in question, it will sell, transfer or otherwise dispose of the Shares, the Common Warrants, the Common Warrants and any Common Stock issued on conversion or exercise thereof only in a manner consistent with its representations and covenants set forth in this Section. In connection therewith such Purchaser acknowledges that the Company shall make a notation on its stock books regarding the restrictions on transfer set forth in this Section and shall transfer shares and warrants on the books of the Company only to the extent not inconsistent therewith. (h) Such Purchaser represents that it is an "ACCREDITED INVESTOR" as such term is defined in Rule 501 under the Securities Act.

Investment Representations and Covenants of the Purchasers. (a) This Agreement is made by the Company with each Purchaser in reliance upon such Purchaser's representations and covenants made in this Section 4, which by its execution of this Agreement each Purchaser hereby confirms. Such Each Purchaser represents that the Shares, the Common Warrants and the Series C Warrants Shares 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, and that it has no present intention of selling, granting any participation in or otherwise distributing the same. Each Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares or any Common Stock acquired on conversion thereof. (b) Such Each Purchaser understands and acknowledges that the offering of the Shares, the Common Warrants and the Series C Warrants Shares pursuant to this Agreement will not, and any issuance of Common Stock on conversion 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 4(2) or Section 4(23(b) of the Securities Act, and that the Company's reliance on such exemption is predicated on the Purchasers' representations set forth herein. (c) Such Each Purchaser covenants that in no event will it make any disposition of any of the Shares, or any Conversion Shares acquired upon the conversion thereof, except in accordance with Section 4 of the Shareholder Rights Agreement. (d) Each Purchaser represents that it is experienced in evaluating recently organized, high technology companies such as the Company, 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. (de) Such Each Purchaser acknowledges and understands that the Shares, the Common Warrants and the Series C Warrants, and any Common Stock acquired upon the conversion or exercise thereofConversion Shares, 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 Related AgreementsShareholder Rights Agreement, the Company is under no obligation to register either the Shares or Conversion Shares, the Common Warrants and the Series C Warrants or Common Stock issuable upon conversion or exercise thereof. (ef) Such Each Purchaser acknowledges that it has received and reviewed a copy of Rule 144 promulgated under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. Such Each Purchaser understands that before the Shares, or any Common Stock issued upon conversion thereofConversion Shares, may be sold under Rule 144, the following conditions must be fulfilled, except as otherwise described below: (i) certain public information about the Company must be available; , (ii) the sale must occur at least one year after the later of the date the Shares were sold by the Company or the date they were sold by an affiliate of the Company; , (iii) the sale must be made in a broker's transaction; transaction and (iv) the number of Shares sold must not exceed certain volume limitations. If, however, the sale occurs at least two years after the Shares were sold by the Company or an affiliate of the Company, and if the Purchaser is not an affiliate of the Company, the foregoing conditions will not apply. The Purchaser understands that the time period for resale of Shares or Common Stock issued upon exercise of the Common Warrants or the Series C Warrants does not begin until the Warrants are exercised unless the net exercise provisions of the Warrants are used. Such Each Purchaser understands that the current information referred to above is not now available and the Company has no present plans to make such information available. (fg) Such Each 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. Such Each Purchaser understands that although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (gh) Such Each Purchaser covenants that, in the absence of an effective registration statement covering the stock in question, it will sell, transfer transfer, or otherwise dispose of the Shares, the Common Warrants, the Common Warrants Shares and any Common Stock issued on conversion or exercise thereof Conversion Shares only in a manner consistent with its representations and covenants set forth in this SectionSection 4. In connection therewith such each 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. (hi) Such Each Purchaser represents that it is an "ACCREDITED INVESTORaccredited investor" as such term is defined in Rule 501 under pursuant to the Securities Act.

Investment Representations and Covenants of the Purchasers. (a) This Agreement is made by the Company with each Purchaser in reliance upon such Purchaser's representations and covenants made in this Section 4, which by its execution of this Agreement each Purchaser hereby confirms. Such Each Purchaser represents that the Shares, the Common Warrants and the Series C Warrants Shares 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, and that it has no present intention of selling, granting any participation in or otherwise distributing the same. Each Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares or any Common Stock acquired on conversion thereof. (b) Such Each Purchaser understands and acknowledges that the offering of the Shares, the Common Warrants and the Series C Warrants Shares pursuant to this Agreement will not, and any issuance of Common Stock on conversion 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 4(2) or Section 3(b) of the Securities Act, and that the Company's reliance on such exemption is predicated on the Purchasers' representations set forth herein. (c) Such Each Purchaser covenants that in no event will it make any disposition of any of the Shares, or any Conversion Shares acquired upon the conversion thereof, except in accordance with Section 4 of the Shareholder Rights Agreement. (d) Each Purchaser represents that it is experienced in evaluating recently organized, high technology companies such as the Company, 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. (de) Such Each Purchaser acknowledges and understands that the Shares, the Common Warrants and the Series C Warrants, and any Common Stock acquired upon the conversion or exercise thereofConversion Shares, 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 Related AgreementsShareholder Rights Agreement, the Company is under no obligation to register either the Shares or Conversion Shares, the Common Warrants and the Series C Warrants or Common Stock issuable upon conversion or exercise thereof. (ef) Such Each Purchaser acknowledges that it has received and reviewed a copy of Rule 144 promulgated under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. Such Each Purchaser understands that before the Shares, or any Common Stock issued upon conversion thereofConversion Shares, may be sold under Rule 144, the following conditions must be fulfilled, except as otherwise described below: (i) certain public information about the Company must be available; , (ii) the sale must occur at least one year after the later of the date the Shares were sold by the Company or the date they were sold by an affiliate of the Company; , (iii) the sale must be made in a broker's transaction; transaction and (iv) the number of Shares sold must not exceed certain volume limitations. If, however, the sale occurs at least two years after the Shares were sold by the Company or an affiliate of the Company, and if the Purchaser is not an affiliate of the Company, the foregoing conditions will not apply. The Purchaser understands that the time period for resale of Shares or Common Stock issued upon exercise of the Common Warrants or the Series C Warrants does not begin until the Warrants are exercised unless the net exercise provisions of the Warrants are used. Such Each Purchaser understands that the current information referred to above is not now available and the Company has no present plans to make such information available. (fg) Such Each 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. Such Each Purchaser understands that although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (gh) Such Each Purchaser covenants that, in the absence of an effective registration statement covering the stock in question, it will sell, transfer transfer, or otherwise dispose of the Shares, the Common Warrants, the Common Warrants Shares and any Common Stock issued on conversion or exercise thereof Conversion Shares only in a manner consistent with its representations and covenants set forth in this SectionSection 4. In connection therewith such each 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. (hi) Such Each Purchaser represents that it is an "ACCREDITED INVESTORaccredited investor" as such term is defined in Rule 501 under pursuant to the Securities Act.

Investment Representations and Covenants of the Purchasers. (a) This Agreement is made by the Company with each the Purchaser in reliance upon such Purchaser's representations and covenants made in this Section 4, which by its execution of this Agreement each the Purchaser hereby confirms. Such The Purchaser represents that the Shares, the Common Warrants and the Series C Warrants F Preferred 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, and that it has no present intention of selling, granting any participation in or otherwise distributing the same. The Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Series F Preferred or any Common Stock acquired on conversion thereof. (b) Such The Purchaser understands and acknowledges that the offering of the Shares, the Common Warrants and the Series C Warrants F Preferred pursuant to this Agreement will not, and any issuance of Common Stock on conversion 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 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated on the Purchasers' representations set forth herein. (c) Such The Purchaser covenants that in no event will it make any disposition of any of the Series F Preferred, or any Common Stock acquired upon the conversion thereof, except in accordance with the Registration Rights Agreement and the Stockholders' Agreement. The Purchaser further covenants that it will not make any sale, transfer or other disposition of the Series F Preferred or the Common Stock issuable upon conversion thereof in violation of the Securities Act, the Securities and Exchange Act of 1934 (the "SECURITIES EXCHANGE ACT"), or the rules of the Securities and Exchange Commission (the "COMMISSION") promulgated thereunder. (d) The Purchaser represents that it is experienced in evaluating companies such as similar to the Company, 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, has the ability to bear the economic risks of the investment and is an "accredited investor" as defined by Regulation E promulgated under the Securities Act of 1933, as amended. (de) Such The Purchaser acknowledges and understands that the Shares, the Common Warrants and the Series C WarrantsF Preferred, and any Common Stock acquired upon the conversion or exercise thereof, must be held indefinitely unless they are it is subsequently registered under the Securities Act or an exemption from such registration is available, and that, except as otherwise provided in the Related AgreementsRegistration Rights Agreement and Schedule 3.13, the Company is under no obligation to register either the Shares, the Common Warrants and the Series C Warrants F Preferred or Common Stock issuable upon conversion or exercise thereofStock. (ef) Such The Purchaser acknowledges that it has received and reviewed a copy of Rule 144 promulgated under the Securities Act, which permits limited public resales of securities acquired in a non-public nonpublic offering, subject to the satisfaction of certain conditions. Such The Purchaser understands that before the SharesSeries F Preferred, or any Common Stock issued upon conversion thereof, may be sold under Rule 144144 as in effect on April 29, 1997, the following conditions must be fulfilled, except as otherwise described below: (i) certain public information about the Company must be available; , (ii) the sale must occur at least one year after the later of Purchaser purchased and paid for the date the Shares were sold by the Company or the date they were sold by an affiliate of the Company; Series F Preferred, (iii) the sale must be made in a broker's transaction; transaction and (iv) the number of Shares shares of Series F Preferred sold must not exceed certain volume limitations. If, however, the sale occurs at least two years after the Shares were sold by the Company or an affiliate of the Company, and if the Purchaser is not an affiliate of the Company, the foregoing conditions will not apply. The Purchaser understands that the time period for resale of Shares or Common Stock issued upon exercise of the Common Warrants or the Series C Warrants does not begin until the Warrants are exercised unless the net exercise provisions of the Warrants are used. Such Purchaser understands that the current information referred to above is not now available and the Company has no present plans to make such information available. (fg) Such The Purchaser acknowledges that in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or Act, compliance with the Commission's Regulation A or another exemption from registration will be required for any disposition of its stock. Such The Purchaser understands that although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (g) Such Purchaser covenants that, in the absence of an effective registration statement covering the stock in question, it will sell, transfer or otherwise dispose of the Shares, the Common Warrants, the Common Warrants and any Common Stock issued on conversion or exercise thereof only in a manner consistent with its representations and covenants set forth in this Section. In connection therewith such Purchaser acknowledges that the Company shall make a notation on its stock books regarding the restrictions on transfer set forth in this Section and shall transfer shares and warrants on the books of the Company only to the extent not inconsistent therewith. (h) Such Purchaser represents that it is an "ACCREDITED INVESTOR" as such term is defined in Rule 501 under the Securities Act.

Investment Representations and Covenants of the Purchasers. (a) This Agreement is made by the Company with each Purchaser in reliance upon such Purchaser's representations and covenants made in this Section 4, which by its execution of this Agreement each the Purchaser hereby confirms. Such . (b) Each Purchaser represents understands that the Shares, the Common Warrants Securities (and the Series C Warrants Conversion Stock) have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities qualification requirements and are being offered and sold pursuant to an exemption from registration or qualification contained in the Securities Act based in part upon the representations of such Purchaser contained herein. (c) Each Purchaser knows of no public solicitation or advertisement of an offer in connection with the proposed issuance and sale of the Securities. (d) Each Purchaser is acquiring the Securities to be received will be acquired for investment issued and sold hereunder (and the Conversion Stock) for its own account, account for investment and not as a nominee or agent, and not with a view to the sale distribution thereof. Each Purchaser understands that it must bear the economic risk of this investment indefinitely unless the Securities or distribution of any part thereofsuch Conversion Stock are registered pursuant to the Securities Act, or an exemption from such registration is available, and that it the Company has no present intention of sellingregistering the Securities or such Conversion Stock. Each Purchaser further understands that there is no assurance that any exemption from the Securities Act will be available or, granting any participation in if available, that such exemption will allow such Purchaser to dispose of or otherwise distributing transfer any or all of the sameSecurities or such Conversion Stock under the circumstances, in the amounts or at the times Purchaser might propose. (be) Such By reason of its business or financial experience, or that of its professional advisor, each Purchaser understands and acknowledges that has the offering capacity to protect its own interests in connection with the purchase of the SharesSecurities hereunder and has the ability to bear the economic risk (including the risk of total loss) of its investment. (f) Each Purchaser further covenants that it will not make any sale, the Common Warrants and the Series C Warrants pursuant to this Agreement will not, and any issuance transfer or other disposition of Common Stock on conversion or exercise thereof may not, be registered under the Securities Act on the ground that the sale provided for or such Conversion Stock in this Agreement and the issuance of securities hereunder is exempt pursuant to Section 4(2) violation of the Securities Act, the Exchange Act, or the rules and that regulations of the Company's reliance on such exemption is predicated on the Purchasers' representations set forth hereinCommission promulgated thereunder. (cg) Such Purchaser represents that it is experienced in evaluating companies such as the Company, 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. (d) Such Each Purchaser acknowledges and understands that the Shares, Securities (including the Common Warrants and the Series C Warrants, and any Common Stock acquired upon the conversion or exercise thereof, Conversion Stock) 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 . It is aware of the Related Agreements, the Company is under no obligation to register either the Shares, the Common Warrants and the Series C Warrants or Common Stock issuable upon conversion or exercise thereof. (e) Such Purchaser acknowledges that it has received and reviewed a copy provisions of Rule 144 promulgated under the Securities Act, Act which permits permit limited public resales resale of securities acquired purchased in a non-public offering, private placement subject to the satisfaction of certain conditions. Such Purchaser understands that before the Shares, or any Common Stock issued upon conversion thereofincluding, may be sold under Rule 144among other things, the following conditions must be fulfilledexistence of a public market for the securities, except as otherwise described below: (i) the availability of certain current public information about the Company must Company, the resale occurring not less than two years (or "one year" following the effective date of certain amendments by the Securities and Exchange Commission to Rule 144) after a party has purchased and paid for the security to be available; (ii) sold, the sale must occur at least one year after the later of the date the Shares were sold by the Company or the date they were sold by an affiliate of the Company; (iii) the sale must be made in being through a "broker's transaction; " or in transactions directly with a "market maker" (as provided by Rule 144(f)) and (iv) the number of Shares securities being sold must during any three-month period not exceed certain volume exceeding specified limitations. If, however, It is further aware that Rule 144(k) permits persons who have not been affiliates (as defined in Rule 144(a)) of the sale occurs Company for at least three months and who have beneficially owned their securities for at least three years (or "two years after years" following the Shares were sold effective date of certain amendments by the Company or an affiliate of the Company, Securities and if the Purchaser is not an affiliate of the Company, the foregoing conditions will not apply. The Purchaser understands that the time period Exchange Commission to Rule 144) after full payment for resale of Shares or Common Stock issued upon exercise of the Common Warrants or the Series C Warrants does not begin until the Warrants are exercised unless the net exercise provisions of the Warrants are used. Such Purchaser understands that such securities to sell such securities without regard to the current information referred to above is not now available public information, manner of sale and the Company has no present plans to make such information availablevolume limitations described above. (fh) Such Each Purchaser acknowledges that in the event all of the applicable requirements of Rule 144 are not met, registration under the Securities Act or compliance with another an exemption from registration will be required for any disposition of its stockthe Securities and the Conversion Stock. Such Each Purchaser understands that although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (gi) Such Each Purchaser covenants that, in the absence of an effective registration statement covering the stock in questionSecurities and the Conversion Stock, it will sell, transfer transfer, or otherwise dispose of the Shares, the Common Warrants, the Common Warrants Securities and any Common Conversion Stock issued on conversion or exercise thereof only in a manner consistent with its representations and covenants set forth in this SectionSection 4. (j) The residence of each Purchaser (or, in the case of a partnership or corporation, such entity's principal place of business as office) is correctly set forth on EXHIBIT A. (k) Each Purchaser acknowledges that it has received or has had access to the Public Disclosure Documents as filed with the Securities and Exchange Commission and the Prospectuses. In connection therewith such Each Purchaser acknowledges that the Company shall make a notation on its stock books regarding the restrictions on transfer disclosures set forth in this Section herein and shall transfer shares therein represent the Company's reasonable best efforts, under the circumstances of a financially-distressed corporation, to disclose, fairly and warrants on adequately, its business condition and prospects. Each Purchaser has had a reasonable opportunity to ask questions of and receive answers from the books officers or directors of the Company only concerning the terms and conditions of the offering of the Securities including the business and business prospects of the Company, and to obtain additional information necessary to verify the extent not inconsistent therewithaccuracy of the information provided to Purchasers. (hl) Such Each Purchaser represents that it is an "ACCREDITED INVESTORAccredited Investor" as such term is defined in Rule 501 under 501(a) promulgated by the Securities and Exchange Commission pursuant to the Securities Act.

Investment Representations and Covenants of the Purchasers. (a) This 4.2.1. Each Purchaser acknowledges that this Agreement is made by the Company with each such Purchaser in reliance upon such Purchaser's representations and covenants made in this Section 4, which by its execution of this Agreement each Purchaser hereby confirms. Such Each Purchaser represents that the Shares, the Common Warrants and the Series C Warrants Shares to be received will be acquired for investment for its such Purchaser's own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that it such Purchaser has no present intention of selling, granting any participation in or otherwise distributing the same. Each Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares or any Common Stock acquired on conversion or exercise thereof (collectively, "Restricted Securities "). (b) Such 4.2.2. Each Purchaser understands and acknowledges that the offering of the Shares, the Common Warrants and the Series C Warrants Shares pursuant to this Agreement will not, and any issuance of Common Stock on conversion or exercise thereof may of the Shares will not, be registered under the Securities Act or under the securities laws of any jurisdiction, on the ground that the sale provided for in this Agreement and the issuance of such securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and similar provisions of applicable state securities laws and that the Company's reliance on such exemption exemptions is predicated on the accuracy of the Purchasers' representations set forth herein. ------------------------------------------------------------------------------- Online Specialty Retailing, Inc. dba XxxxxXxxx.xxx Page 4 SERIES B PREFERRED STOCK PURCHASE AGREEMENT -------------------------------------------------------------------------------- 4.2.3. Each Purchaser covenants that in no event will he, she or it make any disposition of any Restricted Securities, except in accordance with applicable federal and state securities laws. (c) Such 4.2.4. Each Purchaser represents that it such Purchaser is experienced in evaluating developmental stage companies such as the Company, is able to fend for himself, herself or itself in transactions such as the one contemplated by this Agreement, has such knowledge and experience in financial and business matters that it such Purchaser 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 (including possible complete loss of such investment) for an indefinite period of time. Each Purchaser which is not an individual confirms that it was not organized for the purpose of acquiring the Restricted Securities. (d) Such 4.2.5. Each Purchaser acknowledges and understands that the Shares, the Common Warrants and the Series C Warrants, and any Common Stock acquired upon the conversion or exercise thereof, Restricted Securities 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 Related AgreementsInvestors' Rights Agreement, the Company is under no obligation to register either the Shares, the Common Warrants and the Series C Warrants or Common Stock issuable upon conversion or exercise thereofRestricted Securities. (e) Such Purchaser acknowledges that it has received and reviewed a copy of Rule 144 promulgated under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions4.2.6. Such Purchaser understands that before the Shares, or any Common Stock issued upon conversion thereof, may be sold under Rule 144, the following conditions must be fulfilled, except as otherwise described below: (i) certain public information about the Company must be available; (ii) the sale must occur at least one year after the later of the date the Shares were sold by the Company or the date they were sold by an affiliate of the Company; (iii) the sale must be made in a broker's transaction; and (iv) the number of Shares sold must not exceed certain volume limitations. If, however, the sale occurs at least two years after the Shares were sold by the Company or an affiliate of the Company, and if the Purchaser is not an affiliate of the Company, the foregoing conditions will not apply. The Purchaser understands that the time period for resale of Shares or Common Stock issued upon exercise of the Common Warrants or the Series C Warrants does not begin until the Warrants are exercised unless the net exercise provisions of the Warrants are used. Such Purchaser understands that the current information referred to above is not now available and the Company has no present plans to make such information available. (f) Such Each Purchaser acknowledges that in the event the applicable requirements of Rule 144 under the Securities Act ("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 stockthe Restricted Securities. Such Each Purchaser understands that although Rule 144 is not exclusive, the Securities and Exchange Commission (the "Commission") has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (g) Such 4.2.7. Each Purchaser covenants thatagrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, in the absence of an effective registration statement covering the stock in question, it will sellassignment, transfer or otherwise dispose pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the Sharesproposed transfer, sale, assignment or pledge in sufficient detail and, if the Common WarrantsCompany reasonably so requests, shall be accompanied at such holder's expense by an opinion of legal counsel which shall be reasonably satisfactory to the Common Warrants and any Common Stock issued on conversion or exercise thereof only in a manner consistent with its representations and covenants set forth in this Section. In connection therewith such Purchaser acknowledges Company, which opinion shall be addressed to the Company, to the effect that the Company shall make a notation on its stock books regarding the restrictions on proposed transfer set forth in this Section and shall transfer shares and warrants on the books of the Company only to the extent not inconsistent therewith. (h) Such Purchaser represents that it is an "ACCREDITED INVESTOR" as such term is defined in Rule 501 Restricted Securities may be effected without registration under the Securities Act, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. ------------------------------------------------------------------------------- Online Specialty Retailing, Inc. dba XxxxxXxxx.xxx Page 5 SERIES B PREFERRED STOCK PURCHASE AGREEMENT -------------------------------------------------------------------------------- 4.2.8. Each Purchaser represents that one or more of the following criteria are applicable to such Purchaser: (i) The Purchaser is a natural person who has a net worth or joint net worth with the Purchaser's spouse exceeding $1,000,000 at the time of purchase; or (ii) The Purchaser is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and who reasonably expects reaching the same income level in the current year; or (iii) The Purchaser is either (a) an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of such Act, (b) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 or (c) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or (iv) The Purchaser is a corporation, partnership, not-for-profit organization or entity exempt from income tax under Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000; or (v) The Purchaser is a corporation, partnership or trust and each and every equity owner of such entity meets the qualifications set forth in subsection (i), (ii), (iii) or (iv) of this SECTION 4.2.8. 4.2.9. Each Purchaser represents that such Purchaser is a resident of, or if not an individual, has its principal place of business in, the state set forth below the Purchaser's name on the signature pages hereto.

Investment Representations and Covenants of the Purchasers. (a) This Agreement is made by the Company with each the Purchaser in reliance upon such Purchaser's representations and covenants made in this Section 4, which by its execution of this Agreement each the Purchaser hereby confirms. Such The Purchaser represents that the Shares, the Common Warrants and the Series C Warrants Convertible Preferred 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, and that it has no present intention of selling, granting any participation in or otherwise distributing the same. The Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Convertible Preferred or any Common Stock acquired on conversion thereof. (b) Such The Purchaser understands and acknowledges that the offering of the Shares, the Common Warrants and the Series C Warrants Convertible Preferred pursuant to this Agreement will not, and any issuance of Common Stock on conversion 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 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated on the Purchasers' representations set forth herein. (c) Such The Purchaser covenants that in no event will it make any disposition of any of the Convertible Preferred, or any Common Stock acquired upon the conversion thereof, except in accordance with the Registration Rights Agreement and pursuant to Rule 144 promulgated under the Securities Act ("Rule 144") or otherwise in compliance with federal and state securities laws. The Purchaser further covenants that it will not make any sale, transfer or other disposition of the Convertible Preferred or the Common Stock issuable upon conversion thereof in violation of the Securities Act, the Exchange Act, or the rules of the Securities and Exchange Commission (the "COMMISSION") promulgated thereunder. (d) The Purchaser represents that it is experienced in evaluating companies such as similar to the Company, 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, has the ability to bear the economic risks of the investment and is an "accredited investor" as defined by Regulation D promulgated under the Securities Act of 1933, as amended. (de) Such The Purchaser acknowledges and understands that the Shares, the Common Warrants and the Series C WarrantsConvertible Preferred, and any Common Stock acquired upon the conversion or exercise thereof, must be held indefinitely unless they are it is subsequently registered under the Securities Act or an exemption from such registration is available, and that, except as otherwise provided in the Related AgreementsRegistration Rights Agreement, the Company is under no obligation to register either the Shares, the Common Warrants and the Series C Warrants Convertible Preferred or Common Stock issuable upon conversion or exercise thereofStock. (ef) Such The Purchaser acknowledges that it has received and reviewed a copy of Rule 144 promulgated under the Securities Act144, which permits limited public resales of securities acquired in a non-public nonpublic offering, subject to the satisfaction of certain conditions. Such The Purchaser understands that before the SharesConvertible Preferred, or any Common Stock issued upon conversion thereof, may be sold under Rule 144, the following conditions must be fulfilled, except as otherwise described below: (i) certain public information about the Company must be available; , (ii) the sale must occur at least one year after the later of Purchaser purchased and paid for the date the Shares were sold by the Company or the date they were sold by an affiliate of the Company; Convertible Preferred, (iii) the sale must be made in a broker's transaction; transaction and (iv) the number of Shares shares of Convertible Preferred sold must not exceed certain volume limitations. If, however, the sale occurs at least two years after the Shares were sold by the Company or an affiliate of the Company, and if the Purchaser is not an affiliate of the Company, the foregoing conditions will not apply. The Purchaser understands that the time period for resale of Shares or Common Stock issued upon exercise of the Common Warrants or the Series C Warrants does not begin until the Warrants are exercised unless the net exercise provisions of the Warrants are used. Such Purchaser understands that the current information referred to above is not now available and the Company has no present plans to make such information available. (fg) Such The Purchaser acknowledges that in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or Act, compliance with the Commission's Regulation A or another exemption from registration will be required for any disposition of its stock. Such The Purchaser understands that although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (g) Such Purchaser covenants that, in the absence of an effective registration statement covering the stock in question, it will sell, transfer or otherwise dispose of the Shares, the Common Warrants, the Common Warrants and any Common Stock issued on conversion or exercise thereof only in a manner consistent with its representations and covenants set forth in this Section. In connection therewith such Purchaser acknowledges that the Company shall make a notation on its stock books regarding the restrictions on transfer set forth in this Section and shall transfer shares and warrants on the books of the Company only to the extent not inconsistent therewith. (h) Such Purchaser represents that it is an "ACCREDITED INVESTOR" as such term is defined in Rule 501 under the Securities Act.

Investment Representations and Covenants of the Purchasers. (a) This Agreement is made by the Company with each Purchaser in reliance upon such Purchaser's representations and covenants made in this Section 4, which by its execution of this Agreement each Purchaser hereby confirms. Such Each Purchaser represents that the Shares, the Common Warrants and the Series C Warrants Shares 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, and that it has no present intention of selling, granting any participation in or otherwise distributing the same. Each Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares or any Common Stock acquired on conversion thereof. (b) Such Each Purchaser understands and acknowledges that the offering of the Shares, the Common Warrants and the Series C Warrants Shares pursuant to this Agreement will not, and any issuance of Common Stock on conversion 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 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated on the Purchasers' representations set forth herein. (c) Such Each Purchaser covenants that in no event will it make any disposition of any of the Shares, or any Common Stock acquired upon the conversion thereof, except in accordance with Section 4 of the Shareholder Rights Agreement. (d) Each Purchaser represents that it is experienced in evaluating recently organized, high technology companies such as the Company, 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. (de) Such Each Purchaser acknowledges and understands that the Shares, the Common Warrants and the Series C Warrants, and any Common Stock acquired upon the conversion or exercise thereof, 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 Related AgreementsShareholder Rights Agreement, the Company is under no obligation to register either the Shares, the Common Warrants and the Series C Warrants Shares or Common Stock issuable upon conversion or exercise thereofStock. (ef) Such Each Purchaser acknowledges that it has received and reviewed a copy of is familiar with Rule 144 promulgated under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. Such Each Purchaser understands that before the Shares, or any Common Stock issued upon conversion thereof, may be sold under Rule 144, the following conditions must be fulfilled, except as otherwise described below: (i) certain public information about the Company must be available; , (ii) the sale must occur at least one year two years after the later of the date the Shares were sold by the Company or the date they were sold by an affiliate of the Company; , (iii) the sale must be made in a broker's transaction; transaction and (iv) the number of Shares sold must not exceed certain volume limitations. If, however, the sale occurs at least two three years after the Shares were sold by the Company or an affiliate of the Company, and if the Purchaser is not an affiliate of the Company, the foregoing conditions will not apply. The Purchaser understands that the time period for resale of Shares or Common Stock issued upon exercise of the Common Warrants or the Series C Warrants does not begin until the Warrants are exercised unless the net exercise provisions of the Warrants are used. Such Each Purchaser understands that the current information referred to above is not now available and the Company has no present plans to make such information available. (fg) Such Each 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. Such Each Purchaser understands that although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (gh) Such Each Purchaser covenants that, in the absence of an effective registration statement covering the stock in question, it will sell, transfer transfer, or otherwise dispose of the Shares, the Common Warrants, the Common Warrants Shares and any Common Stock issued on conversion or exercise thereof only in a manner consistent with its representations and covenants set forth in this SectionSection 4. In connection therewith such each 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. (hi) Such Each Purchaser represents that it one or more of the following criteria are applicable to such Purchaser: (1) The Purchaser is a director or executive officer of the Company; or (2) The Purchaser is a natural person who has a net worth or joint net worth with the Purchaser's spouse exceeding $1,000,000 at the time of purchase; or (3) The Purchaser is a natural person who had an "ACCREDITED INVESTOR" individual income in excess of $200,000 in each of the two most recent years and who reasonably expects an income in excess of $200,000 in the current year; or (4) The Purchaser is either (i) a bank as such term is defined in Rule 501 under section 3(a)(2) of the Securities Act, whether acting in its individual capacity or fiduciary capacity as trustee, (ii) an insurance company as defined in section 2(13) of the Securities Act, (iii) an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of such Act, (iv) a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; or (5) The Purchaser is a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; or (6) The Purchaser is any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Shares with total assets in excess of $5,000,000; or (7) The Purchaser is a corporation, partnership or trust, and each and every equity owner of such entity certifies that it meets the qualifications set forth in (1), (2), (3), (4), (5) or (6) above.

Investment Representations and Covenants of the Purchasers. (a) This Agreement is made by the Company with each Purchaser in reliance upon such Purchaser's representations and covenants made in this Section 4, which by its execution of this Agreement each Purchaser hereby confirms. Such Each Purchaser represents that the Shares, the Common Warrants and the Series C Warrants Shares 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, and that it has no present intention of selling, granting any participation in or otherwise distributing the same. Each Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares or any Common Stock acquired on conversion thereof. (b) Such Each Purchaser understands and acknowledges that the offering of the Shares, the Common Warrants and the Series C Warrants Shares pursuant to this Agreement will not, and any issuance of Common Stock on conversion 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 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated on the Purchasers' representations set forth herein. (c) Such Each Purchaser covenants that in no event will it make any disposition of any of the Shares, or any Common Stock acquired upon the conversion thereof, except in accordance with Section 4 of the Shareholder Rights Agreement. (d) Each Purchaser represents that it is experienced in evaluating recently organized, high technology companies such as the Company, 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. (de) Such Each Purchaser acknowledges and understands that the Shares, the Common Warrants and the Series C Warrants, and any Common Stock acquired upon the conversion or exercise thereof, 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 Related AgreementsShareholder Rights Agreement, the Company is under no obligation to register either the Shares, the Common Warrants and the Series C Warrants Shares or Common Stock issuable upon conversion or exercise thereofStock. (ef) Such Each Purchaser acknowledges that it has received and reviewed a copy of Rule 144 promulgated under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. Such Each Purchaser understands that before the Shares, or any Common Stock issued upon conversion thereof, may be sold under Rule 144, the following conditions must be fulfilled, except as otherwise described below: (i) certain public information about the Company must be available; , (ii) the sale must occur at least one year two years after the later of the date the Shares were sold by the Company or the date they were sold by an affiliate of the Company; , (iii) the sale must be made in a broker's transaction; transaction and (iv) the number of Shares sold must not exceed certain volume limitations. If, however, the sale occurs at least two three years after the Shares were sold by the Company or an affiliate of the Company, and if the Purchaser is not an affiliate of the Company, the foregoing conditions will not apply. The Purchaser understands that the time period for resale of Shares or Common Stock issued upon exercise of the Common Warrants or the Series C Warrants does not begin until the Warrants are exercised unless the net exercise provisions of the Warrants are used. Such Each Purchaser understands that the current information referred to above is not now available and the Company has no present plans to make such information available. (fg) Such Each 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. Such Each Purchaser understands that although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (gh) Such Each Purchaser covenants that, in the absence of an effective registration statement covering the stock in question, it will sell, transfer transfer, or otherwise dispose of the Shares, the Common Warrants, the Common Warrants Shares and any Common Stock issued on conversion or exercise thereof only in a manner consistent with its representations and covenants set forth in this SectionSection 4. In connection therewith such each 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. (hi) Such Each Purchaser represents that it one or more of the following criteria are applicable to such Purchaser: (1) The Purchaser is a director or executive officer of the Company; or (2) The Purchaser is a natural person who has a net worth or joint net worth with the Purchaser's spouse exceeding $1,000,000 at the time of purchase; or (3) The Purchaser is a natural person who had an "ACCREDITED INVESTOR" individual income in excess of $200,000 in each of the two most recent years and who reasonably expects an income in excess of $200,000 in the current year; or (4) The Purchaser is either (i) a bank as such term is defined in Rule 501 under section 3(a)(2) of the Securities Act, whether acting in its individual capacity or fiduciary capacity as trustee, (ii) an insurance company as defined in section 2(13) of the Securities Act, (iii) an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of such Act, (iv) a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; or (5) The Purchaser is a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; or (6) The Purchaser is a not-for-profit organization or other entity exempt from income tax under section 501(c)(3) of the Internal Revenue Code with total assets in excess of $5,000,000; or (7) The Purchaser is a corporation, partnership or trust, and each and every equity owner of such entity certifies that it meets the qualifications set forth in (1), (2), (3), (4), (5) or (6) above.

Investment Representations and Covenants of the Purchasers. (a) This 4.2.1 Each Purchaser acknowledges that this Agreement is made by the Company with each such Purchaser in reliance upon such Purchaser's representations and covenants made in this Section SECTION 4, which by its execution of this Agreement each Purchaser hereby confirms. Such Each Purchaser represents that the Shares, the Common Warrants and the Series C Warrants Shares to be received will be acquired for investment for its such Purchaser's own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that it such Purchaser has no present intention of selling, granting any participation in or otherwise distributing the same. Each Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares or any Common Stock acquired on conversion or exercise thereof (collectively, "Restricted Securities "). (b) Such 4.2.2 Each Purchaser understands and acknowledges that the offering of the Shares, the Common Warrants and the Series C Warrants Shares pursuant to this Agreement will not, and any issuance of Common Stock on conversion or exercise thereof may of the Shares will not, be registered under the Securities Act or under the securities laws of any jurisdiction, on the ground that the sale provided for in this Agreement and the issuance of such securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and similar provisions of applicable state securities laws and that the Company's reliance on such exemption exemptions is predicated on the accuracy of the Purchasers' representations set forth herein. (c) Such 4.2.3 Each Purchaser covenants that in no event will he, she or it make any disposition of any Restricted Securities, except in accordance with applicable federal and state securities laws. 4.2.4 Each Purchaser represents that it such Purchaser is experienced in evaluating developmental stage companies such as the Company, is able to fend for himself, herself or itself in transactions such as the one contemplated by this Agreement, has such knowledge and experience in financial and business matters that it such Purchaser 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 (including possible complete loss of such investment) for an indefinite period of time. Each Purchaser which is not an individual confirms that it was not organized for the purpose of acquiring the Restricted Securities. (d) Such 4.2.5 Each Purchaser acknowledges and understands that the Shares, the Common Warrants and the Series C Warrants, and any Common Stock acquired upon the conversion or exercise thereof, Restricted Securities 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 Related AgreementsInvestors' Rights Agreement, the Company is under no obligation to register either the Shares, the Common Warrants and the Series C Warrants or Common Stock issuable upon conversion or exercise thereofRestricted Securities. (e) Such Purchaser acknowledges that it has received and reviewed a copy of Rule 144 promulgated under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. Such Purchaser understands that before the Shares, or any Common Stock issued upon conversion thereof, may be sold under Rule 144, the following conditions must be fulfilled, except as otherwise described below: (i) certain public information about the Company must be available; (ii) the sale must occur at least one year after the later of the date the Shares were sold by the Company or the date they were sold by an affiliate of the Company; (iii) the sale must be made in a broker's transaction; and (iv) the number of Shares sold must not exceed certain volume limitations. If, however, the sale occurs at least two years after the Shares were sold by the Company or an affiliate of the Company, and if the Purchaser is not an affiliate of the Company, the foregoing conditions will not apply. The Purchaser understands that the time period for resale of Shares or Common Stock issued upon exercise of the Common Warrants or the Series C Warrants does not begin until the Warrants are exercised unless the net exercise provisions of the Warrants are used. Such Purchaser understands that the current information referred to above is not now available and the Company has no present plans to make such information available. (f) Such 4.2.6 Each Purchaser acknowledges that in the event the applicable requirements of Rule 144 under the Securities Act ("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 stockthe Restricted Securities. Such Each Purchaser understands that although Rule 144 is not exclusive, the Securities and Exchange Commission (the "Commission") has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (g) Such 4.2.7 Each Purchaser covenants thatagrees to comply in all respects with the provisions of this SECTION 4. Prior to any proposed sale, in the absence of an effective registration statement covering the stock in question, it will sellassignment, transfer or otherwise dispose pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the Sharesproposed transfer, sale, assignment or pledge in sufficient detail and, if the Common WarrantsCompany reasonably so requests, shall be accompanied at such holder's expense by an opinion of legal counsel which shall be reasonably satisfactory to the Common Warrants and any Common Stock issued on conversion or exercise thereof only in a manner consistent with its representations and covenants set forth in this Section. In connection therewith such Purchaser acknowledges Company, which opinion shall be addressed to the Company, to the effect that the Company shall make a notation on its stock books regarding the restrictions on proposed transfer set forth in this Section and shall transfer shares and warrants on the books of the Company only to the extent not inconsistent therewith. (h) Such Purchaser represents that it is an "ACCREDITED INVESTOR" as such term is defined in Rule 501 Restricted Securities may be effected without registration under the Securities Act, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. 4.2.8 Each Purchaser represents that one or more of the following criteria are applicable to such Purchaser: (i) The Purchaser is a natural person who has a net worth or joint net worth with the Purchaser's spouse exceeding $1,000,000 at the time of purchase; or (ii) The Purchaser is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and who reasonably expects reaching the same income level in the current year; or (iii) The Purchaser is either (a) an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of such Act, (b) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 or (c) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or (iv) The Purchaser is a corporation, partnership, not-for-profit organization or entity exempt from income tax under Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000; or (v) The Purchaser is a corporation, partnership or trust and each and every equity owner of such entity meets the qualifications set forth in subsection (i), (ii), (iii) or (iv) of this SECTION 4.2.8. 4.2.9 Each Purchaser represents that such Purchaser is a resident of, or if not an individual, has its principal place of business in, the state set forth below the Purchaser's name on the signature pages hereto.