Common use of Investment Representations and Covenants Clause in Contracts

Investment Representations and Covenants. (a) Schafir understands that as of the Closing Date the FDI Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock to be acquired by him upon consummation of the transactions contemplated herein will be acquired by him for his own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder, and that he will not distribute all or any portion of the FDI Stock in violation of the Securities Act. (d) Schafir acknowledges that the shares of FDI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (a) Schafir Seller understands that as of the Closing Date Common Stock which shall comprise the FDI Stock will Purchase Price has not been and shall not be registered under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), or any state securities laws on the grounds that the issuance of the FDI Common Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities 1933 Act and applicable state securities laws, and that the reliance of Parent Buyer on such exemptions is predicated in part on each of the Schafir's Seller’s representations, warranties, covenants and acknowledgments set forth in this Section 2.6Section. Seller acknowledges that: (A) Buyer has made no assurances that a public market will continue to exist, (B) the Common Stock is a highly speculative investment involving a high degree of risk, (C) it is able, without impairing its financial condition, to hold the Common Stock for an indefinite period of time and suffer the complete loss thereof, and (D) after one year and one day from the date of Closing, the exemption available through Rule 144 of the 1933 Act may be accessed by Seller, provided all of the terms and conditions of such exemption have been met. Additionally, Seller: (A) acknowledges that the Common Stock issued to Seller at the Closing must be held at least one (1) year plus one (1) day after the Closing Date by Seller unless subsequently registered under the 1933 Act or an exemption from registration is available, and (B) is aware that any routine sales of Common Stock made pursuant to Rule 144 under the 1933 Act may be made only in limited amounts and in accordance with the terms and conditions of that rule and that in such cases where the Rule 144 is not applicable, compliance with some other registration exemption will be required. (b) Schafir Seller represents and warrants that he that: (A) Seller is an "“accredited investor" ” or “sophisticated investor” as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. 1933 Act and state “Blue Sky” laws, or that Seller has utilized, to the extent necessary to be deemed a sophisticated investor under the 1933 Act and State “Blue Sky” laws, the assistance of a professional advisor, (cB) Schafir represents Seller, either alone or together with the assistance of Seller’s own professional advisor, has such knowledge and warrants experience in financial and business matters such that Seller is capable of evaluating the FDI merits and risks of Seller’s investment in the Common Stock to be acquired by him Seller upon Closing, and (C) the Common Stock to be acquired by Seller upon consummation of the transactions contemplated herein described in this Agreement will be acquired by him Seller for his Seller’s own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities 1933 Act and the rules and regulations thereunder, except as contemplated in this Agreement, and that he Seller will not distribute all or any portion of the FDI Common Stock in violation of the Securities Act. (d) Schafir acknowledges that the 0000 Xxx. All shares of FDI the Common Stock are characterized shall bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.” In addition, the Common Stock shall bear any legend required by the securities or the applicable “Blue Sky” laws as "restricted securities" under the federal securities laws inasmuch well as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal legend deemed necessary and appropriate by Buyer or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investmentits counsel. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (ai) Schafir understands the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations promulgated thereunder; (iv) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Exhibit B and the Certificate attached hereto as Exhibit C-1 or C-2, as applicable, and the answers thereto are true and correct as of the Closing Date date hereof; (v) the FDI Stock will not be registered Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Information and the representations and warranties of the Company contained herein; (vi) the Purchaser understands that neither the Company nor any other person is under any obligation to register the resale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on or to comply with the grounds that terms and conditions of any exemption thereunder; and (vii) the issuance Purchaser is an “accredited investor” within the meaning of the FDI Stock is exempt from registration pursuant to Section 4(2) Rule 501 of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock to be acquired by him upon consummation of the transactions contemplated herein will be acquired by him for his own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder, and that he will not distribute all or any portion of the FDI Stock in violation of the Securities Act. (d) Schafir acknowledges that the shares of FDI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (ai) Schafir understands the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 0 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations promulgated thereunder; (iv) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Exhibit B and the Certificate attached hereto as Exhibit C-1 or C-2, as applicable, and the answers thereto are true and correct as of the Closing Date date hereof; (v) the FDI Stock will not be registered Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 0 above, relied solely upon the Company Information and the representations and warranties of the Company contained herein; (vi) the Purchaser understands that neither the Company nor any other person is under any obligation to register the resale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on or to comply with the grounds that terms and conditions of any exemption thereunder; and (vii) the issuance Purchaser is an “accredited investor” within the meaning of the FDI Stock is exempt from registration pursuant to Section 4(2) Rule 501 of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock to be acquired by him upon consummation of the transactions contemplated herein will be acquired by him for his own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder, and that he will not distribute all or any portion of the FDI Stock in violation of the Securities Act. (d) Schafir acknowledges that the shares of FDI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. Each Mobivity Seller represents and warrants that: (a) Schafir understands that as of He or it is acquiring the Closing Date the FDI Stock will Acquiror Securities for investment for his or its own account and not be registered under the Securities Act of 1933, as amended (the "Securities Act"), with a view to distribution or any state securities laws on the grounds that the issuance of the FDI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities lawsresale thereof, and that he or it will not sell or otherwise transfer the reliance of Parent on such exemptions is predicated Acquiror Securities except in part on each of accordance with the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock to be acquired by him upon consummation of the transactions contemplated herein will be acquired by him for his own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning provisions of the Securities Act and the rules and regulations thereunderpromulgated under the Securities Act by the Securities and Exchange Commission (the “Commission”) and all applicable provisions of state securities laws and regulations. He or it further acknowledges that he or it understands the foregoing to mean that he or it will not sell or otherwise transfer any Acquiror Securities unless such securities are registered under the Securities Act and any other applicable federal or state securities laws, or he or it obtains an opinion of counsel satisfactory to Parent (both as to the issuer of the opinion and the form and substance thereof) that the Acquiror Securities may be transferred in reliance on an applicable exemption from the registration requirements of such laws. (b) He or it understands that acquisition of the Acquiror Securities is a speculative investment involving a high degree of risk of the loss, and he or it is qualified by knowledge and experience to evaluate investments of this type. He or it further acknowledges that he will not distribute all or any portion it has carefully considered the potential risks relating to an investment in the Acquiror Securities. (c) He or it is able to bear the economic risk of losing his entire investment in the FDI Stock in violation of the Securities ActAcquiror Securities. (d) Schafir He or it understands and acknowledges that the shares of FDI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction Acquiror Securities have not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration been registered under the Securities Act, only or the securities laws of any state and, as a result thereof, are subject to substantial restrictions on transfer. He or it further acknowledges that the certificate or certificates representing the Acquiror Securities shall bear a legend in certain limited circumstancessubstantially the form set forth in Section 2.02 hereof. (e) Schafir represents He or it has been afforded access to all material information (including, without limitation, Parent’s Form 8-K filed with the Commission on November 8, 2010, Parent’s Form 8-K/A filed with the Commission on November 15, 2010 and warrants Parent’s Form 10-K for the fiscal year ended September 30, 2010 filed with the Commission on December 27, 2010 and all other reports, schedules, forms, statements and other documents filed by Parent with the Commission) that he it has requested relevant to its decision to acquire the Acquiror Securities and to ask questions of Parent’s management. It further acknowledges that, except as set forth herein, neither Parent or Buyer nor anyone acting on behalf of Parent or Buyer has made any representations or warranties to the Mobivity Seller (or any person acting on their behalf) which have induced, persuaded, or stimulated it to acquire such Acquiror Securities, including (without limitation) as to the future price or value of the Acquiror Securities. (f) He or it is an “accredited investor” within the meaning of Rule 501 under the Securities Act. Either alone, or together with his or its investment advisor(s), such Mobivity Seller has the knowledge and experience in financial and business matters such that he is to be capable of evaluating the merits and risks of his the prospective investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI StockAcquiror Securities, and Seller is and will be able to bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described investment in this Agreementsuch Acquiror Securities. (i) Schafir acknowledges that he has been provided He or that it understands and agrees not to engage in any hedging transactions involving any of the Parent has made available to him copies Shares unless such transactions are in compliance with the provisions of Parent's most recent Form 10-KSB, Form 10-QSB the Securities Act and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filedin each case only in accordance with applicable state securities laws. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (ai) Schafir Seller understands that as of the Closing Date the FDI Stock common stock issued to Seller will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI Stock common stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent FDI on such exemptions is predicated in part on each of the SchafirSeller's representations, warranties, covenants and acknowledgments set forth in this Section 2.62.21. (bii) Schafir Seller represents and warrants that he it is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (ciii) Schafir Seller represents and warrants that the FDI Stock common stock to be acquired by him it upon consummation of the transactions contemplated herein will be acquired by him it for his its own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder, and that he it will not distribute all or any portion of the FDI Stock common stock in violation of the Securities Act. (div) Schafir Seller acknowledges that the shares of FDI Stock common stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (ev) Schafir Seller represents and warrants that he it has such knowledge and experience in financial and business matters such that he it is capable of evaluating the merits and risks of his its investment in the FDI Stockcommon stock. (fvi) Schafir Seller is in a financial position to afford to hold the FDI Stock common stock indefinitely, SchafirSeller's financial condition being such that he it is not presently under (and does not contemplate any future) necessity or constraint to dispose of the FDI Stock common stock to satisfy any existing or contemplated debt or undertaking. Schafir Seller recognizes that it may not be possible for him it to liquidate his its investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) common stock and, accordingly, he it may have to hold the FDI Stockcommon stock, and bear the economic risk of this investment, indefinitely. (gvii) Schafir Seller understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock common stock as an investment. (hviii) Schafir Seller confirms that the FDI Stock common stock was not offered to him Seller by any means of general solicitation or general advertising, and that he Seller has received no representations, warranties or written communications with respect to the FDI Stock common stock other than those contained or described in this Agreement. (iix) Schafir Seller acknowledges that he it has been provided or that Parent FDI has made available to him it copies of ParentFDI's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks KS and Form 4s filed since the most recent Form 10-QSB was filed. (jx) Schafir Seller acknowledges that Parent FDI has given him it a reasonable opportunity to ask questions and receive answers concerning his its receipt of the FDI Stock common stock and to obtain any additional information which Parent FDI possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (ai) Schafir understands the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that as involved in the purchase of the Closing Date Securities, including investments in securities issued by the FDI Stock will not be registered under Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Securities; (ii) the Purchaser is acquiring the Securities Act set forth on the signature page hereof in the ordinary course of 1933, as amended (the "its business and for its own account for investment only and with no present intention of distributing any of such Securities Act"), or any state securities laws on arrangement or understanding with any other persons regarding the grounds that distribution of such Shares within the issuance meaning of the FDI Stock is exempt from registration pursuant to Section 4(22(11) of the Securities Act; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act and the Rules and Regulations promulgated thereunder; (iv) the Purchaser has completed or caused to be completed the Questionnaire attached hereto as Exhibit D, the Registration Statement Questionnaire attached hereto as Exhibit F, for use in preparation of the Registration Statement, and the Investor Questionnaire attached hereto as Exhibit G, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser will notify the Company immediately of any change in information which, in order to comply with the provisions of the Securities Act, would necessitate an amendment or supplement to the Registration Statement and the prospectus used in connection with such Registration Statement until such time as the Purchaser has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; (vi) the Purchaser has, in connection with its decision to purchase the Securities set forth on the signature page hereto, relied solely upon the SEC Documents and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6Securities. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock to be acquired by him upon consummation of the transactions contemplated herein will be acquired by him for his own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder, and that he will not distribute all or any portion of the FDI Stock in violation of the Securities Act. (d) Schafir acknowledges that the shares of FDI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (a) Schafir understands that as of the Closing Date the FDI Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds Investor represents that the issuance of the FDI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock Shares to be acquired by him upon consummation of the transactions contemplated herein received will be acquired by him for his investment for its own account, not as a nominee or agent, and without not with a view to resale the sale or other distribution within of any part thereof, and that it has no present intention of selling, granting any participation in or otherwise distributing the meaning same. (b) Investor understands and acknowledges that the offering of the Shares pursuant to this Agreement will not, and any issuance of Series D Preferred, Class B Common Stock or Common Stock on conversion thereof may not, be registered under the Securities Act on the ground that the sale provided for in this Agreement and the rules and regulations thereunder, and that he will not distribute all or any portion issuance of the FDI Stock in violation securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated in part on the Investor's representations set forth herein. (dc) Schafir acknowledges Investor represents that it is experienced in evaluating companies such as the shares of FDI Stock are characterized Company, is able to fend for itself in transactions such as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Actone contemplated by this Agreement, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he it is capable of evaluating the merits and risks of his its prospective investment in the FDI StockCompany and is able to afford a complete loss of its investment. The Company acknowledges that the foregoing representation shall not limit the right of the Investor to rely on the representations of the Company set forth in Section 2 hereof. (d) Investor acknowledges and understands that the Shares and any Series D Preferred, Class B Common Stock and Common Stock acquired upon the conversion 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 Stockholder Rights Agreements, the Company is under no obligation to register either the Shares or Series D Preferred, Class B Common Stock and Common Stock issuable upon conversion thereof. (e) Investor acknowledges that it has reviewed 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. Investor understands that before the Shares, or any Series D Preferred, Class B Common Stock and 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 Investor is not an affiliate of the Company, the foregoing conditions will not apply. (f) Schafir Investor 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. Investor 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 financial position private offering other than in a registered offering or pursuant to afford to hold 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 FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment brokers who participate in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitelytransactions do so at their own risk. (g) Schafir understands that neither Investor covenants that, in the Securities and Exchange Commission nor any other federal absence of an effective registration statement covering the stock in question, it will sell, transfer or state agency has recommended, approved or endorsed the purchase otherwise dispose of the FDI Shares and any Series D Preferred, Class B Common Stock as an investmentand Common Stock issued on conversion thereof only in a manner consistent with its representations and covenants set forth in this Agreement and the Stockholder Rights Agreement. 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 Agreement and the Stockholder Rights Agreement and shall transfer shares on the books of the Company only to the extent not inconsistent therewith. (h) Schafir confirms Investor represents that it is an "accredited investor" as such term is defined in Rule 501(a) under the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this AgreementSecurities Act. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (a) Schafir understands that as of the Closing Date the FDI Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds Investor represents that the issuance of the FDI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock Shares to be acquired by him upon consummation of the transactions contemplated herein received will be acquired by him for his investment for its own account, not as a nominee or agent, and without not with a view to resale the sale or other distribution within of any part thereof, and that it has no present intention of selling, granting any participation in or otherwise distributing the meaning same. (b) Investor understands and acknowledges that the offering of the Shares pursuant to this Agreement will not, and any issuance of Series C Preferred, Class B Common Stock or Common Stock on conversion thereof may not, be registered under the Securities Act on the ground that the sale provided for in this Agreement and the rules and regulations thereunder, and that he will not distribute all or any portion issuance of the FDI Stock in violation securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated in part on the Investor's representations set forth herein. (dc) Schafir acknowledges Investor represents that it is experienced in evaluating companies such as the shares of FDI Stock are characterized Company, is able to fend for itself in transactions such as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Actone contemplated by this Agreement, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he it is capable of evaluating the merits and risks of his its prospective investment in the FDI StockCompany and is able to afford a complete loss of its investment. The Company acknowledges that the foregoing representation shall not limit the right of the Investor to rely on the representations of the Company set forth in Section 2 hereof. (d) Investor acknowledges and understands that the Shares and any Series C Preferred, Class B Common Stock and Common Stock acquired upon the conversion 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 Stockholder Rights Agreements, the Company is under no obligation to register either the Shares or Series C Preferred, Class B Common Stock and Common Stock issuable upon conversion thereof. (e) Investor acknowledges that it has reviewed 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. Investor understands that before the Shares, or any Series C Preferred, Class B Common Stock and 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 Investor is not an affiliate of the Company, the foregoing conditions will not apply. (f) Schafir Investor 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. Investor 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 financial position private offering other than in a registered offering or pursuant to afford to hold 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 FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment brokers who participate in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitelytransactions do so at their own risk. (g) Schafir understands that neither Investor covenants that, in the Securities and Exchange Commission nor any other federal absence of an effective registration statement covering the stock in question, it will sell, transfer or state agency has recommended, approved or endorsed the purchase otherwise dispose of the FDI Shares and any Series C Preferred, Class B Common Stock as an investmentand Common Stock issued on conversion thereof only in a manner consistent with its representations and covenants set forth in this Agreement and the Stockholder Rights Agreement. 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 Agreement and the Stockholder Rights Agreement and shall transfer shares on the books of the Company only to the extent not inconsistent therewith. (h) Schafir confirms Investor represents that it is an "ACCREDITED INVESTOR" as such term is defined in Rule 501(a) under the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this AgreementSecurities Act. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (a) Schafir understands that as of the Closing Date the FDI Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds Investor represents that the issuance of the FDI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock Shares to be acquired by him upon consummation of the transactions contemplated herein received will be acquired by him for his investment for its own account, not as a nominee or agent, and without not with a view to resale the sale or other distribution within of any part thereof, and that it has no present intention of selling, granting any participation in or otherwise distributing the meaning same. (b) Investor understands and acknowledges that the offering of the Shares pursuant to this Agreement will not, and any issuance of Series C Preferred, Class B Common Stock or Common Stock on conversion thereof may not, be registered under the Securities Act on the ground that the sale provided for in this Agreement and the rules and regulations thereunder, and that he will not distribute all or any portion issuance of the FDI Stock in violation securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated in part on the Investor's representations set forth herein. (dc) Schafir acknowledges Investor represents that it is experienced in evaluating companies such as the shares of FDI Stock are characterized Company, is able to fend for itself in transactions such as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Actone contemplated by this Agreement, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he it is capable of evaluating the merits and risks of his its prospective investment in the FDI StockCompany and is able to afford a complete loss of its investment. The Company acknowledges that the foregoing representation shall not limit the right of the Investors to rely on the representations of the Company set forth in Section 2 hereof. (d) Investor acknowledges and understands that the Shares and any Series C Preferred, Class B Common Stock and Common Stock acquired upon the conversion 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 Stockholder Rights Agreements, the Company is under no obligation to register either the Shares or Series C Preferred, Class B Common Stock and Common Stock issuable upon conversion thereof. (e) Investor acknowledges that it has reviewed 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. Investor understands that before the Shares, or any Series C Preferred, Class B Common Stock and 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 Investor is not an affiliate of the Company, the foregoing conditions will not apply. (f) Schafir Investor 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. Investor 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 financial position private offering other than in a registered offering or pursuant to afford to hold 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 FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment brokers who participate in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitelytransactions do so at their own risk. (g) Schafir understands that neither Investor covenants that, in the Securities and Exchange Commission nor any other federal absence of an effective registration statement covering the stock in question, it will sell, transfer or state agency has recommended, approved or endorsed the purchase otherwise dispose of the FDI Shares and any Series C Preferred, Class B Common Stock as an investmentand Common Stock issued on conversion thereof only in a manner consistent with its representations and covenants set forth in this Agreement and the Stockholder Rights Agreement. 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 Agreement and the Stockholder Rights Agreement and shall transfer shares on the books of the Company only to the extent not inconsistent therewith. (h) Schafir confirms Investor represents that it is an "ACCREDITED INVESTOR" as such term is defined in Rule 501(a) under the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this AgreementSecurities Act. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (a) Schafir understands that as of the Closing Date the FDI Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds Investor represents that the issuance of the FDI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock Shares to be acquired by him upon consummation of the transactions contemplated herein received will be acquired by him for his investment for its own account, not as a nominee or agent, and without not with a view to resale the sale or other distribution within of any part thereof, and that it has no present intention of selling, granting any participation in or otherwise distributing the meaning same. (b) Investor understands and acknowledges that the offering of the Shares pursuant to this Agreement will not, and any issuance of Series D Preferred, Class B Common Stock or Common Stock on conversion thereof may not, be registered under the Securities Act on the ground that the sale provided for in this Agreement and the rules and regulations thereunder, and that he will not distribute all or any portion issuance of the FDI Stock in violation securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated in part on the Investor's representations set forth herein. (dc) Schafir acknowledges Investor represents that it is experienced in evaluating companies such as the shares of FDI Stock are characterized Company, is able to fend for itself in transactions such as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Actone contemplated by this Agreement, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he it is capable of evaluating the merits and risks of his its prospective investment in the FDI StockCompany and is able to afford a complete loss of its investment. The Company acknowledges that the foregoing representation shall not limit the right of the Investor to rely on the representations of the Company set forth in Section 2 hereof. (d) Investor acknowledges and understands that the Shares and any Series D Preferred, Class B Common Stock and Common Stock acquired upon the conversion 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 Stockholder Rights Agreements, the Company is under no obligation to register either the Shares or Series D Preferred, Class B Common Stock and Common Stock issuable upon conversion thereof. (e) Investor acknowledges that it has reviewed 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. Investor understands that before the Shares, or any Series D Preferred, Class B Common Stock and 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 Investor is not an affiliate of the Company, the foregoing conditions will not apply. (f) Schafir Investor 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. Investor 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 financial position private offering other than in a registered offering or pursuant to afford to hold 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 FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment brokers who participate in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitelytransactions do so at their own risk. (g) Schafir understands that neither Investor covenants that, in the Securities and Exchange Commission nor any other federal absence of an effective registration statement covering the stock in question, it will sell, transfer or state agency has recommended, approved or endorsed the purchase otherwise dispose of the FDI Shares and any Series D Preferred, Class B Common Stock as an investmentand Common Stock issued on conversion thereof only in a manner consistent with its representations and covenants set forth in this Agreement and the Stockholder Rights Agreement. 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 Agreement and the Stockholder Rights Agreement and shall transfer shares on the books of the Company only to the extent not inconsistent therewith. (h) Schafir confirms Investor represents that it is an "ACCREDITED INVESTOR" as such term is defined in Rule 501(a) under the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this AgreementSecurities Act. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (ai) Schafir Each of the Shareholders understands that as the 800 Travel Shares which shall comprise a portion of the Closing Date the FDI Stock will Merger Consideration have not been and shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI Stock 800 Travel Shares is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent 800 Travel and Merger Corp. on such exemptions is predicated in part on each of the Schafir's Shareholders' representations, warranties, covenants and acknowledgments set forth in this Section 2.6Section. The Shareholders acknowledge that: (A) 800 Travel and Merger Corp. have made no assurances that a public market will continue to exist, (B) the 800 Travel Shares are a highly speculative investment involving a high degree of risk, (C) the Shareholders are able, without impairing their respective financial conditions, to hold the 800 Travel Shares for an indefinite period of time and suffer the complete loss thereof, and (D) after one year and one day from the Effective Time, the exemption available through Rule 144 of the Securities Act may be accessed by the Shareholders, provided all of the terms and conditions of such exemption have been met. (bii) Schafir Each of the Shareholders represents and warrants that that: (A) he or she is an "accredited investor" or "sophisticated investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities ActAct and state "Blue Sky" laws, or that the Shareholder has utilized, to the extent necessary to be deemed a sophisticated investor under the Securities Act and State "Blue Sky" laws, the assistance of a professional advisor, and (B) he or she, either alone or together with the assistance of the Shareholder's own professional advisor, has such knowledge and experience in financial and business matters such that the Shareholder is capable of evaluating the merits and risks of the Shareholder's investment in the 800 Travel Shares to be acquired by the Shareholder upon consummation of the Merger. (ciii) Schafir Each of the Shareholders represents and warrants that the FDI Stock 800 Travel Shares to be acquired by him the Shareholder upon consummation of the transactions contemplated herein described in this Agreement will be acquired by him the Shareholder for his the Shareholder's own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder, except as contemplated in this Agreement, and that he the Shareholder will not distribute all or any portion of the FDI Stock 800 Travel Shares in violation of the Securities Act. All shares of the 800 Travel Shares shall bear a restrictive legend in substantially the following form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAWS." In addition, the 800 Travel Shares shall bear any legend required by the securities or "Blue Sky" laws of the State of Florida as well as any other legend deemed appropriate by 800 Travel and Merger Corp. or its counsel. (div) Schafir acknowledges that Each of the shares of FDI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (e) Schafir Shareholders represents and warrants that he has such knowledge and experience in financial and business matters such that he his or her principal residence is capable within the State of evaluating the merits and risks of his investment in the FDI StockFlorida. (fv) Schafir Each of the Shareholders: (A) acknowledges that the 800 Travel Shares issued to the Shareholder at the Closing must be held at least one (1) year plus one (1) day after the Effective Time of this Agreement by the Shareholder unless subsequently registered under the Securities Act or an exemption from registration is available, (B) is aware that any routine sales of 800 Travel Shares made pursuant to Rule 144 under the Securities Act may be made only in a financial position to afford to hold limited amounts and in accordance with the FDI Stock indefinitely, Schafir's financial condition being terms and conditions of that Rule and that in such that he cases where the Rule is not presently under necessity or constraint to dispose applicable, compliance with some other registration exemption will be required, and (C) is aware that Rule 144 is not currently available for use by the Shareholder for resale of any of the FDI Stock 800 Travel Shares to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in acquired by the FDI Stock (other than by means Shareholder upon consummation of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or transactions described in this Agreement. (ivi) Schafir acknowledges Each of the Shareholders confirms that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable Shareholders have had the opportunity to ask questions of and receive answers from 800 Travel and Merger Corp.'s management concerning his receipt the terms and conditions of FDI Stock the Shareholders' investment in the 800 Travel Shares, and the Shareholders have received, to obtain the Shareholders' satisfaction, such additional information, in addition to that set forth herein, about 800 Travel and Merger Corp.'s operations as the Shareholders have requested. (vii) In order to ensure compliance with the provisions of paragraph (iii) hereof, the Shareholders agree that after the Closing the Shareholders will not sell or otherwise transfer or dispose of any additional information shares of the 800 Travel Shares or any interest therein (unless such shares have been registered under the Securities Act) without first complying with applicable federal and state securities laws. In connection with any such proposed transfer by Shareholders, 800 Travel and Merger Corp. shall have also received an opinion from their own counsel to the effect that the proposed transfer will not be in violation of any of the registration provisions of the Securities Act and the rules and regulations promulgated thereunder, the expenses and cost of which Parent possesses are to be borne by 800 Travel. The Shareholders also agree that the certificates or can acquire without unreasonable effort instruments representing the 800 Travel Shares to be issued to the Shareholders pursuant to this Agreement may contain a restrictive legend noting the restrictions on transfer described in this Section and required by federal and applicable state securities laws, and that appropriate "stop-transfer" instructions will be given to 800 Travel' transfer agent, if any, provided that this SECTION 3.1(AA)(VII) shall no longer be applicable to any shares of the 800 Travel Shares following their transfer pursuant to a registration statement effective under the Securities Act or expense in compliance with Rule 144 or if the opinion of counsel referred to above is to the further effect that is necessary transfer restrictions and the legend referred to verify herein are no longer required in order to establish compliance with any provisions of the accuracy Securities Act. (bb) PROSPECTS OF PRESTIGE. To the Knowledge of informationthe Shareholders, no material adverse changes have occurred between the Balance Sheet Date and the Closing with respect to the business of Prestige, Prestige's financial condition, or its anticipated profitability.

Investment Representations and Covenants. (a) Schafir Seller understands that as of the Closing Date Common Stock which shall comprise the FDI Stock will Purchase Price has not been and shall not be registered under the Securities Act of 1933, as amended (the "Securities 1933 Act"), or any state securities laws on the grounds that the issuance of the FDI Common Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities 1933 Act and applicable state securities laws, and that the reliance of Parent Buyer on such exemptions is predicated in part on each of the Schafir's Seller’s representations, warranties, covenants and acknowledgments set forth in this Section 2.6. Section. Seller acknowledges that: (bA) Schafir Buyer has made no assurances that a public market will continue to exist, (B) the Common Stock is a highly speculative investment involving a high degree of risk, (C) it is able, without impairing its financial condition, to hold the Common Stock for an indefinite period of time and suffer the complete loss thereof, and (D) after one year and one day from the Effective Time, the exemption available through Rule 144 of the 1933 Act may be accessed by Seller, provided all of the terms and conditions of such exemption have been met. Additionally, Seller: (A) acknowledges that the Common Stock issued to Seller at the Closing must be held at least one (1) year plus one (1) day after the Closing Date by Seller unless subsequently registered under the 1933 Act or an exemption from registration is available, and (B) is aware that any routine sales of Common Stock made pursuant to Rule 144 under the 1933 Act may be made only in limited amounts and in accordance with the terms and conditions of that rule and that in such cases where the Rule 144 is not applicable, compliance with some other registration exemption will be required. Seller represents and warrants that he that: (A) Seller is an "“accredited investor" ” or “sophisticated investor” as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. 1933 Act and state “Blue Sky” laws, or that Seller has utilized, to the extent necessary to be deemed a sophisticated investor under the 1933 Act and State “Blue Sky” laws, the assistance of a professional advisor, (cB) Schafir represents Seller, either alone or together with the assistance of the Seller’s own professional advisor, has such knowledge and warrants experience in financial and business matters such that the FDI Seller is capable of evaluating the merits and risks of Seller’s investment in the Common Stock to be acquired by him Seller upon Closing, and (C) the Common Stock to be acquired by Seller upon consummation of the transactions contemplated herein described in this Agreement will be acquired by him Seller for his Seller’s own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities 1933 Act and the rules and regulations thereunder, except as contemplated in this Agreement, and that he Seller will not distribute all or any portion of the FDI Common Stock in violation of the Securities Act. (d) Schafir acknowledges that the 0000 Xxx. All shares of FDI the Common Stock are characterized shall bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE 1933 ACT AND APPLICABLE SECURITIES LAWS.” In addition, the Common Stock shall bear any legend required by the securities or the applicable “Blue Sky” laws as "restricted securities" under the federal securities laws inasmuch well as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal legend deemed appropriate by Buyer or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investmentits counsel. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (a) Schafir Seller understands that as of the Closing Date Common Stock which shall comprise the FDI Stock will Exchange Price has not been and shall not be registered under the Securities Act of 1933, as amended (the "Securities “1933 Act"”), or any state securities laws on the grounds that the issuance of the FDI Common Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities 1933 Act and applicable state securities laws, and that the reliance of Parent Buyer on such exemptions is predicated in part on each of the Schafir's Seller’s representations, warranties, covenants and acknowledgments set forth in this Section 2.6Section. Seller acknowledges that: (A) Buyer has made no assurances that a public market will continue to exist, (B) the Common Stock is a highly speculative investment involving a high degree of risk, (C) he is able, without impairing his financial condition, to hold the Common Stock for an indefinite period of time and suffer the complete loss thereof, and (D) after one year from the date of Closing, the lock up period on the Common Stock will expire. Additionally, Seller: (A) acknowledges that the Common Stock issued to Seller at the Closing must be held at least one (1) year after the Closing Date by Seller, and (B) is aware that any routine sales of Common Stock made pursuant to Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that rule and that in such cases where the Rule 144 is not applicable, compliance with some other registration exemption will be required. (b) Schafir Seller represents and warrants that he that: (A) Seller is an "“accredited investor" ” or “sophisticated investor” as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. 1933 Act and state “Blue Sky” laws, or that Seller has utilized, to the extent necessary to be deemed a sophisticated investor under the 1933 Act and state “Blue Sky” laws, the assistance of a professional advisor, (cB) Schafir represents Seller, either alone or together with the assistance of Seller’s own professional advisor, has such knowledge and warrants experience in financial and business matters such that Seller is capable of evaluating the FDI merits and risks of Seller’s investment in the Common Stock to be acquired by him Seller upon Closing, and (C) the Common Stock to be acquired by Seller upon consummation of the transactions contemplated herein described in this Agreement will be acquired by him Seller for his Seller’s own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities 1933 Act and the rules and regulations thereunder, except as contemplated in this Agreement, and that he Seller will not distribute all or any portion of the FDI Common Stock in violation of the Securities Act. (d) Schafir acknowledges that the 0000 Xxx. All shares of FDI the Common Stock are characterized shall bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.” In addition, the Common Stock shall bear any legend required by the securities or the applicable “Blue Sky” laws, as "restricted securities" under the federal securities laws inasmuch well as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal legend deemed necessary and appropriate by Buyer or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investmentits counsel. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (a) Schafir understands that as of Seller is acquiring the Closing Date the FDI Stock will Buyer Shares for investment for its own account and not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock to be acquired by him upon consummation of the transactions contemplated herein will be acquired by him for his own account, not as a nominee or agent, and without with a view to distribution or resale thereof, and it will not sell or other distribution within otherwise transfer the meaning Buyer Shares except in accordance with the provisions of the Securities Act and the rules and regulations thereunderpromulgated under the Securities Act by the Securities and Exchange Commission (the “Commission”) and all applicable provisions of state securities laws and regulations. Seller further acknowledges that it understands the foregoing to mean that it will not sell or otherwise transfer any Buyer Shares unless such securities are registered under the Securities Act and any other applicable federal or state securities laws, or it obtains an opinion of counsel satisfactory to Buyer (both as to the issuer of the opinion and the form and substance thereof) that the Buyer Shares may be transferred in reliance on an applicable exemption from the registration requirements of such laws. (b) Seller understands that acquisition of the Buyer Shares is a speculative investment involving a high degree of risk of the loss, and it is qualified by knowledge and experience to evaluate investments of this type. It further acknowledges that he will not distribute all or any portion it has carefully considered the potential risks relating to an investment in the Buyer Shares. (c) Seller is able to bear the economic risk of losing its entire investment in the FDI Stock in violation of the Securities ActBuyer Shares. (d) Schafir Seller understands and acknowledges that the shares of FDI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction Buyer Shares have not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration been registered under the Securities Act, only or the securities laws of any state and, as a result thereof, are subject to substantial restrictions on transfer. It further acknowledges that the certificate or certificates representing the Buyer Shares shall bear a legend in certain limited circumstancessubstantially the form set forth in Section 2.07 hereof. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he Seller has been provided or that Parent has made available afforded access to him copies of Parent's most recent all material information (including, without limitation Buyer’s Form 10-KSBQ for the fiscal quarter ended November 30, 2010 filed with the Commission on January 14, 2011 and Buyer’s Form 10-QSB K for the fiscal year ended May 31, 2010 filed with the Commission on August 30, 2010 and any Form 8-Ks all other reports, schedules, forms, statements and Form 4s other documents filed since by Buyer with the most recent Form 10-QSB was filed. (jCommission) Schafir acknowledges that Parent it has given him a reasonable opportunity requested relevant to its decision to acquire the Buyer Shares and to ask questions and receive answers concerning his receipt of FDI Stock and Buyer’s management. It further acknowledges that, except as set forth herein, neither Buyer nor anyone acting on behalf of Buyer has made any representations or warranties to obtain Seller (or any additional information person acting on its behalf) which Parent possesses have induced, persuaded, or can stimulated it to acquire without unreasonable effort or expense that is necessary to verify the accuracy of informationsuch Buyer Shares.

Investment Representations and Covenants. (a) Schafir understands Investor represents that as the Warrant, the Class B Common Stock issuable upon exercise of the Closing Date the FDI Warrant, any Common Stock will not be registered under the Securities Act issuable on conversion thereof and any securities issued with respect to any of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock to be acquired by him upon consummation of the transactions contemplated herein them will be acquired by him for his investment for its own account, not as a nominee or agent, and without not with a view to resale the sale or other distribution within of any part thereof, and that it has no present intention of selling, granting any participation in or otherwise distributing the meaning same. (b) Investor understands and acknowledges that the Warrant, the Class B Common Stock issuable upon exercise of the Warrant, any issuance of Common Stock on conversion thereof and any securities issued with respect to any of them may not, be registered under the Securities Act on the ground that the sale provided for in this Agreement and the rules and regulations thereunder, and that he will not distribute all or any portion issuance of the FDI Stock in violation securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated in part on the Investor's representations set forth herein. (dc) Schafir acknowledges Investor represents that it is experienced in evaluating companies such as the shares of FDI Stock are characterized Company, is able to fend for itself in transactions such as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Actone contemplated by this Agreement, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he it is capable of evaluating the merits and risks of his its prospective investment in the FDI StockCompany and is able to afford a complete loss of its investment. The Company acknowledges that the foregoing representation shall not limit the right of the Investor to rely on the representations of the Company set forth in Section 2 hereof. (d) Investor acknowledges and understands that the Warrant, the Class B Common Stock issuable upon exercise of the Warrant, any Common Stock issuable on conversion thereof and any securities issued with respect to any of them, 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 this Agreement, the Company is under no obligation to register either the Warrant, the Class B Common Stock issuable upon exercise of the Warrant, any Common Stock issuable on conversion thereof and any securities issued with respect to any of them. (e) Investor acknowledges that it has reviewed 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. Investor understands that before the Warrant, the Class B Common Stock issuable upon exercise of the Warrant, any Common Stock issuable on conversion thereof and any securities issued with respect to any of them, 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 Warrant was sold by the Company or an affiliate of the Company, and if the Investor is not an affiliate of the Company, the foregoing conditions will not apply. (f) Schafir Investor 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. Investor 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 financial position private offering other than in a registered offering or pursuant to afford to hold 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 FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment brokers who participate in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitelytransactions do so at their own risk. (g) Schafir understands that neither Investor covenants that, in the Securities and Exchange Commission nor any other federal absence of an effective registration statement covering the stock in question, it will sell, transfer or state agency has recommended, approved or endorsed the purchase otherwise dispose of the FDI Warrant, the Class B Common Stock as an investmentissuable upon exercise of the Warrant, any Common Stock issuable on conversion thereof and any securities issued with respect to any of them only in a manner consistent with its representations and covenants set forth in this Agreement and the Warrant. In connection therewith such Investor acknowledges that the Company shall make a notation on its stock books regarding the restrictions on transfer set forth in this Agreement and the Warrant and shall transfer shares on the books of the Company only to the extent not inconsistent therewith. (h) Schafir confirms Investor represents that it is an "accredited investor" as ------------------- such term is defined in Rule 501(a) under the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this AgreementSecurities Act. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (aA) Schafir Seller understands that as of the Closing Date Common Stock which shall comprise the FDI Stock will Purchase Price has not been and shall not be registered under the Securities Act of 1933, as amended (the "Securities 1933 Act"), or any state securities laws on the grounds that the issuance of the FDI Common Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities 1933 Act and applicable state securities laws, and that the reliance of Parent Buyer on such exemptions is predicated in part on each of the SchafirSeller's representations, warranties, covenants and acknowledgments set forth in this Section 2.6Section. Seller acknowledges that: (A) Buyer has made no assurances that a public market will continue to exist, (B) the Common Stock is a highly speculative investment involving a high degree of risk, (C) it is able, without impairing its financial condition, to hold the Common Stock for an indefinite period of time and suffer the complete loss thereof, and (D) after one year and one day from the Effective Time, the exemption available through Rule 144 of the 1933 Act may be accessed by Seller, provided all of the terms and conditions of such exemption have been met. Additionally, Seller: (A) acknowledges that the Common Stock issued to Seller at the Closing must be held at least one (1) year plus one (1) day after the Closing Date by Seller unless subsequently registered under the 1933 Act or an exemption from registration is available, and (B) is aware that any routine sales of Common Stock made pursuant to Rule 144 under the 1933 Act may be made only in limited amounts and in accordance with the terms and conditions of that rule and that in such cases where the Rule 144 is not applicable, compliance with some other registration exemption will be required. (bB) Schafir Seller represents and warrants that he that: (A) Seller is an "accredited investor" or "sophisticated investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. 1933 Act and state "Blue Sky" laws, or that Seller has utilized, to the extent necessary to be deemed a sophisticated investor under the 1933 Act and State "Blue Sky" laws, the assistance of a professional advisor, (cB) Schafir represents Seller, either alone or together with the assistance of the Seller's own professional advisor, has such knowledge and warrants experience in financial and business matters such that the FDI Seller is capable of evaluating the merits and risks of Seller's investment in the Common Stock to be acquired by him Seller upon Closing, and (C) the Common Stock to be acquired by Seller upon consummation of the transactions contemplated herein described in this Agreement will be acquired by him Seller for his Seller's own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities 1933 Act and the rules and regulations thereunder, except as contemplated in this Agreement, and that he Seller will not distribute all or any portion of the FDI Common Stock in violation of the Securities Act. (d) Schafir acknowledges that the 0000 Xxx. All shares of FDI the Common Stock are characterized shall bear a restrictive legend in substantially the following form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE 1933 ACT AND APPLICABLE SECURITIES LAWS." In addition, the Common Stock shall bear any legend required by the securities or the applicable "Blue Sky" laws as "restricted securities" under the federal securities laws inasmuch well as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal legend deemed appropriate by Buyer or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investmentits counsel. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (a) Schafir understands that as of Seller is acquiring the Closing Date the FDI Stock will Parent Shares for investment for its own account and not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock to be acquired by him upon consummation of the transactions contemplated herein will be acquired by him for his own account, not as a nominee or agent, and without with a view to distribution or resale thereof, and it will not sell or other distribution within otherwise transfer the meaning Parent Shares except in accordance with the provisions of the Securities Act and the rules and regulations thereunderpromulgated under the Securities Act by the Securities and Exchange Commission (the “Commission”) and all applicable provisions of state securities laws and regulations. Seller further acknowledges that it understands the foregoing to mean that it will not sell or otherwise transfer any Parent Shares unless such securities are registered under the Securities Act and any other applicable federal or state securities laws, or it obtains an opinion of counsel satisfactory to Parent (both as to the issuer of the opinion and the form and substance thereof) that the Parent Shares may be transferred in reliance on an applicable exemption from the registration requirements of such laws. (b) Seller understands that acquisition of the Parent Shares is a speculative investment involving a high degree of risk of the loss, and it is qualified by knowledge and experience to evaluate investments of this type. It further acknowledges that he will not distribute all or any portion it has carefully considered the potential risks relating to an investment in the Parent Shares. (c) Seller is able to bear the economic risk of losing its entire investment in the FDI Stock in violation of the Securities ActParent Shares. (d) Schafir Seller understands and acknowledges that the shares of FDI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction Parent Shares have not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration been registered under the Securities Act, only or the securities laws of any state and, as a result thereof, are subject to substantial restrictions on transfer. It further acknowledges that the certificate or certificates representing the Parent Shares shall bear a legend in certain limited circumstancessubstantially the form set forth in Section 2.07 hereof. (e) Schafir represents Seller has made an independent examination and warrants that he has such knowledge and experience in financial and business matters such that he is capable investigation of evaluating the merits and risks of his an investment in the FDI Stock. (f) Schafir is Parent Shares and Parent and has depended on the advice of its legal and financial advisors and agrees that neither Parent nor Buyer will be responsible in a financial position anyway whatsoever for Seller’s decision to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment invest in the FDI Stock (other than by means of the Option Agreements Parent Shares and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he Parent. Seller has been provided or that Parent has made available afforded access to him copies of all material information (including, without limitation, Parent's most recent ’s Form 10-KSBK for the fiscal year ended December 31, 2012 filed with the Commission on March 21, 2013, Parent’s Form 10-QSB Q for the fiscal quarter ended September 30, 2013 filed with the Commission on November 14, 2013 and any Form 8-Ks all other reports, schedules, forms, statements and Form 4s other documents filed since by Parent with the most recent Form 10-QSB was filed. (jCommission) Schafir acknowledges that it has requested relevant to its decision to acquire the Parent has given him a reasonable opportunity Shares and to ask questions and receive answers concerning his receipt of FDI Stock and Parent’s management. Seller further acknowledges that, except as set forth herein, neither Parent nor Buyer nor anyone acting on behalf of Parent or Buyer has made any representations or warranties (written or oral) to obtain Seller or any additional information Controlling Owner (or any person acting on their behalf) which have induced, persuaded, or stimulated it to acquire the Parent possesses Shares, including (without limitation) as to the future price or can acquire without unreasonable effort or expense that is necessary to verify value of the accuracy of informationParent Shares.

Investment Representations and Covenants. (a) Schafir The Company and each Shareholder (each, an "INVESTOR") understands that as the issuance of the Closing Date the FDI Stock Nobel Shares will not be registered under the Securities Act of 1933, as amended (the "Securities 1933 Act"), or qualified under any state securities laws on the grounds basis that the issuance of the FDI Stock Nobel Shares is exempt from registration pursuant to Section 4(2) of the Securities 1933 Act or and/or Regulation D promulgated under the 1933 Act ("REGULATION D") and from qualification pursuant to Section 13.1-514B(13) of the Virginia Securities Act and applicable state securities lawsRule 503 thereunder, and that the reliance of Parent Nobel on such exemptions is predicated in part on each of the Schafir's Investors' representations, warranties, covenants and acknowledgments set forth in this Section 2.6Section. (b) Schafir Each Investor hereby represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act.to Nobel that: (ci) Schafir represents and warrants that the FDI Stock to be acquired by him upon consummation of the transactions contemplated herein Nobel Shares will be acquired by him such Investor for his such Investor's own account, not as a nominee or agent, for investment and without a view to resale or other distribution within the meaning of the Securities 1933 Act and the rules and regulations thereunder, and that he such Investor will not distribute all or any portion of the FDI Stock Nobel Shares in violation of the Securities 1933 Act or any state securities laws (it being understood that the Company will transfer the Nobel Shares to the Shareholders upon liquidation of the Company); (ii) such Investor or she understands that: (A) the Nobel Shares are not registered under the 1933 Act and must be held indefinitely by such Investor unless the Nobel Shares are subsequently registered under the 1933 Act (in accordance with the provisions of Section 11.2 or otherwise) or an exemption from registration is available; (B) any routine sales of the Nobel Shares made under Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms and conditions of that Rule (which may include limits as to the amount which may be sold in specified periods) and that in such cases where Rule 144 is not applicable, registration or compliance with some other registration exemption will be required; (C) Rule 144 is not presently, and for a period of at least two years following the Closing Date probably will not be, available for use by such Investor for resale of the Nobel Shares; (D) Nobel is not obligated to register any sale, transfer or other disposition of the Nobel Shares except in accordance with the provisions of Section 11.2; and (E) the certificates representing the Nobel Shares issuable to such Investor will contain a restrictive legend noting the restrictions on transfer described herein and under federal and applicable state securities laws, and appropriate "stop-transfer" instructions will be given to Nobel's stock transfer agent; and (iii) such Investor acknowledges receipt of the SEC Reports and confirms and acknowledges that: (i) Nobel has afforded such Investor the opportunity to ask questions of and receive answers from Nobel's officers and directors concerning the business and financial condition of Nobel and such Investor's investment in Nobel Shares and to obtain such additional information as such Investor has desired, and (ii) such Investor has utilized such opportunity to the extent such Investor deems necessary and has received the information requested; (iv) such Investor has a net worth (or joint net worth with such investor's spouse) equal to at least $1,000,000 and, accordingly, is an "accredited investors" as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act. (dv) Schafir acknowledges such Investor's financial situation is such that such Investor can afford to bear the shares economic risk of FDI Stock are characterized as "restricted securities" under holding the federal securities laws inasmuch as they are being acquired Nobel Shares for an indefinite period of time and suffer a loss of such Investor's investment in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances.Nobel Shares; and (evi) Schafir represents and warrants that he has such Investor's knowledge and experience in financial and business matters are such that he such Investor is capable of evaluating the merits and risks of his investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafirsuch Investor's financial condition being such that he is not presently under necessity or constraint to dispose acquisition of the FDI Stock to satisfy any existing or Nobel Shares as contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (c) In order to ensure compliance with the foregoing provisions, each Investor agrees that, after the Closing, such Investor will not sell, transfer or otherwise dispose of any of the Nobel Shares or any interest therein (other than a transfer of the Nobel Shares to the Shareholders pursuant to the liquidation of the Company) (unless such sale, transfer or disposition has been registered under the 1933 Act in accordance with the provisions of Section 11.2 hereof or otherwise) without there first having been compliance with either of the following conditions: (i) Schafir acknowledges Nobel shall have received a written opinion of counsel in form and substance reasonably satisfactory to Nobel, or a copy of a "no-action" or interpretive letter of the Commission, specifying the nature and circumstances of the proposed transfer and indicating that he has been provided or that Parent has made available to him copies the proposed transfer will not be in violation of Parent's most recent Form 10-KSB, Form 10-QSB any of the provisions of the 1933 Act and the rules and regulations promulgated thereunder and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed.applicable state securities laws; or (jii) Schafir acknowledges Nobel shall have received an opinion from its own counsel to the effect that Parent has given him a reasonable opportunity to ask questions the proposed transfer will not be in violation of any of the provisions of the 1933 Act and receive answers concerning his receipt of FDI Stock the rules and to obtain regulations promulgated thereunder and any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of informationapplicable state securities laws.

Investment Representations and Covenants. Morgan acknowledges the following: (ai) Schafir understands Morgxx xxxerstands that as the USA Digital Shares which shall comprise x xxxtion of the Closing Date the FDI Stock will Merger Consideration have not been and shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI Stock USA Digital Shares is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent USA Digital and the Company on such exemptions is predicated in part on each of the SchafirMorgan's representations, warranties, covenants and acknowledgments set forth xxx xxxth in this Section 2.6Section. Morgan acknowledges that: (A) the USA Digital Shares are a highly sxxxxxxtive investment involving a high degree of risk, and (B) Morgan is able, without impairing his financial condition, to hold xxx XXA Digital Shares for an indefinite period of time and suffer the complete loss thereof. (bii) Schafir Morgan represents and warrants that that: (A) he is an "accredited invesxxx" xr "sophisticated investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. Act and state "Blue Sky" laws, or that he has utilized, to the extent necessary to be deemed a sophisticated investor under the Securities Act and State "Blue Sky" laws, the assistance of a professional advisor, and (cB) Schafir represents he, either alone or together with the assistance of his own professional advisor, has such knowledge and warrants experience in financial and business matters such that he is capable of evaluating the FDI Stock merits and risks of his investment in the USA Digital Shares to be acquired by him upon consummation of the transactions contemplated herein described in this Agreement. (iii) Morgan represents and warrants that the USA Digital Shares to be acxxxxxx by him upon consummation of the transactions described in this Agreement will be acquired by him for his own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder, except as contemplated in this Agreement, and that he will not distribute all or any portion of the FDI Stock USA Digital Shares in violation of the Securities Act. All certificates representing the USA Digital Shares shall bear a restrictive legend in substantially the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended and may not be sold, transferred, pledged, hypothecated or otherwise disposed of in the absence of (i) an effective registration statement for such securities under said act or (ii) an opinion of company counsel that such registration is not required." In addition, the USA Digital Shares shall bear any legend required by the securities or "Blue Sky" laws of the State of Florida as well as any other legend deemed appropriate by USA Digital and the Company or their counsel. (div) Schafir acknowledges that the shares of FDI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (e) Schafir Morgan represents and warrants that he has such knowledge and experience in financial and business matters such that he his principal residence is capable withxx xxx State of evaluating the merits and risks of his investment in the FDI StockFlorida. (fv) Schafir Morgan: (A) acknowledges that the USA Digital Shares to be issued tx xxx at the Closing must be held at least one (1) year plus one (1) day after the Effective Time of the Merger by him unless subsequently registered under the Securities Act or an exemption from registration is available, (B) is aware that any routine sales of USA Digital Shares made pursuant to Rule 144 under the Securities Act may be made only in a financial position to afford to hold limited amounts and in accordance with the FDI Stock indefinitely, Schafir's financial condition being terms and conditions of that Rule and that in such that he cases where the Rule is not presently under necessity or constraint to dispose applicable, compliance with some other registration exemption will be required, and (C) is aware that Rule 144 is not currently available for use by him for resale of any of the FDI Stock USA Digital Shares to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for acquired by him to liquidate his investment in the FDI Stock (other than by means upon consummation of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or transactions described in this Agreement. (ivi) Schafir acknowledges Morgan confirms that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since had the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions of xxx xeceive answers from USA Digital's and receive answers the Company's management concerning the terms and conditions of his receipt investment in the USA Digital Shares, and has received to his satisfaction, such additional information, in addition to that set forth herein, about USA Digital and the Company's operations as he has requested. (vii) In order to ensure compliance with the provisions of FDI Stock paragraph (iii) hereof, Morgan agrees that after the Closing he will not sell or otherwise transfer or dispose of any of the USA Digital Shares or any interest therein (unless such shares have been registered under the Securities Act) without first complying with either of the following conditions, the expenses and costs of satisfaction of which shall be fully borne and paid for by Morgan: (A) USA Digital and the Companx xxxxl have received a written legal opinion from Morgan's legal counsel, which opinion and counsel shall be satisfacxxxx xx USA Digital and the Company in the exercise of their reasonable judgment, or a copy of a "no-action" or interpretive letter of the Securities and Exchange Commission specifying the nature and circumstances of the proposed transfer and indicating that the proposed transfer will not be in violation of any of the registration provisions of the Securities Act and the rules and regulations promulgated thereunder; or (B) USA Digital and the Company shall have received an opinion from their own counsel to obtain the effect that the proposed transfer will not be in violation of any additional information which Parent possesses of the registration provisions of the Securities Act and the rules and regulations promulgated thereunder. Morgan also agrees that appropriate "stop-transfer" instructions wixx xx given to USA Digital's transfer agent, if any, provided that this SECTION 3.1(Y)(VII) shall no longer be applicable to any of the USA Digital Shares following their transfer pursuant to a registration statement effective under the Securities Act or can acquire without unreasonable effort in compliance with Rule 144 or expense if the opinion of counsel referred to above is to the further effect that is necessary transfer restrictions and the legend referred to verify herein are no longer required in order to establish compliance with any provisions of the accuracy of informationSecurities Act.

Investment Representations and Covenants. (a) Schafir understands that as of the Closing Date the FDI Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds Investor represents that the issuance of the FDI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock Shares to be acquired by him upon consummation of the transactions contemplated herein received will be acquired by him for his investment for its own account, not as a nominee or agent, and without not with a view to resale the sale or other distribution within of any part thereof, and that it has no present intention of selling, granting any participation in or otherwise distributing the meaning same. (b) Investor understands and acknowledges that the offering of the Shares pursuant to this Agreement will not, and any issuance of Series C Preferred, Class B Common Stock or Common Stock on conversion thereof may not, be registered under the Securities Act on the ground that the sale provided for in this Agreement and the rules and regulations thereunder, and that he will not distribute all or any portion issuance of the FDI Stock in violation securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated in part on the Investor's representations set forth herein. (dc) Schafir acknowledges Investor represents that it is experienced in evaluating companies such as the shares of FDI Stock are characterized Company, is able to fend for itself in transactions such as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Actone contemplated by this Agreement, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he it is capable of evaluating the merits and risks of his its prospective investment in the FDI StockCompany and is able to afford a complete loss of its investment. The Company acknowledges that the foregoing representation shall not limit the right of the Investor to rely on the representations of the Company set forth in Section 2 hereof. (d) Investor acknowledges and understands that the Shares and any Series C Preferred, Class B Common Stock and Common Stock acquired upon the conversion 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 Stockholder Rights Agreements, the Company is under no obligation to register either the Shares or Series C Preferred, Class B Common Stock and Common Stock issuable upon conversion thereof. (e) Investor acknowledges that it has reviewed 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. Investor understands that before the Shares, or any Series C Preferred, Class B Common Stock and 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 Investor is not an affiliate of the Company, the foregoing conditions will not apply. (f) Schafir Investor 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. Investor 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 financial position private offering other than in a registered offering or pursuant to afford to hold 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 FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment brokers who participate in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitelytransactions do so at their own risk. (g) Schafir understands that neither Investor covenants that, in the Securities and Exchange Commission nor any other federal absence of an effective registration statement covering the stock in question, it will sell, transfer or state agency has recommended, approved or endorsed the purchase otherwise dispose of the FDI Shares and any Series C Preferred, Class B Common Stock as an investmentand Common Stock issued on conversion thereof only in a manner consistent with its representations and covenants set forth in this Agreement and the Stockholder Rights Agreement. 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 Agreement and the Stockholder Rights Agreement and shall transfer shares on the books of the Company only to the extent not inconsistent therewith. (h) Schafir confirms Investor represents that it is an "accredited investor" as such term is defined in Rule 501(a) under the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this AgreementSecurities Act. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (a) Schafir understands that as of the Closing Date the FDI Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds Investor represents that the issuance of the FDI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock Shares to be acquired by him upon consummation of the transactions contemplated herein received will be acquired by him for his investment for its own account, not as a nominee or agent, and without not with a view to resale the sale or other distribution within of any part thereof, and that it has no present intention of selling, granting any participation in or otherwise distributing the meaning same. (b) Investor understands and acknowledges that the offering of the Shares pursuant to this Agreement will not, and any issuance of Series D Preferred Stock, Class B Common Stock or Common Stock on conversion thereof may not, be registered under the Securities Act on the ground that the sale provided for in this Agreement and the rules and regulations thereunder, and that he will not distribute all or any portion issuance of the FDI Stock in violation securities hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated in part on the Investor's representations set forth herein. (dc) Schafir acknowledges Investor represents that it is experienced in evaluating companies such as the shares of FDI Stock are characterized Company, is able to fend for itself in transactions such as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Actone contemplated by this Agreement, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he it is capable of evaluating the merits and risks of his its prospective investment in the FDI Company and is able to afford a complete loss of its investment. The Company acknowledges that the foregoing representation shall not limit the right of the Investor to rely on the representations of the Company set forth in Section 2 hereof. (d) Investor acknowledges and understands that the Shares and any Series D Preferred Stock, Class B Common Stock and Common Stock acquired upon the conversion 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 Rights Agreement, the Company is under no obligation to register either the Shares or Series D Preferred Stock, Class B Common Stock and Common Stock issuable upon conversion thereof. (e) Investor acknowledges that it has reviewed 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. Investor understands that before the Shares, or any Series D Preferred Stock, Class B Common Stock and 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 Investor is not an affiliate of the Company, the foregoing conditions will not apply. (f) Schafir Investor 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. Investor 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 financial position private offering other than in a registered offering or pursuant to afford to hold 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 FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment brokers who participate in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitelytransactions do so at their own risk. (g) Schafir understands that neither Investor covenants that, in the Securities and Exchange Commission nor any other federal absence of an effective registration statement covering the stock in question, it will sell, transfer or state agency has recommended, approved or endorsed the purchase otherwise dispose of the FDI Shares and any Series D Preferred Stock, Class B Common Stock as an investmentand Common Stock issued on conversion thereof only in a manner consistent with its representations and covenants set forth in this Agreement and the Rights Agreement. 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 Agreement and the Rights Agreement and shall transfer shares on the books of the Company only to the extent not inconsistent therewith. (h) Schafir confirms Investor represents that it is an "ACCREDITED INVESTOR" as such term is defined in Rule 501(a) under the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this AgreementSecurities Act. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (ai) Schafir understands Kxxxxx and Cxxxxxx each understand that as of the Closing Date the FDI FDVI Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI FDVI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent FDVI on such exemptions is predicated in part on each of the Schafir's Kxxxxx'x and Cxxxxxx'x representations, warranties, covenants and acknowledgments set forth in this Section 2.62.4. (bii) Schafir represents Kxxxxx and warrants Cxxxxxx each represent and warrant that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (ciii) Schafir represents Kxxxxx and warrants Cxxxxxx each represent and warrant that the FDI FDVI Stock to be acquired by him upon consummation of the transactions contemplated herein will be acquired by him for his own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder, and that he will not distribute all or any portion of the FDI FDVI Stock in violation of the Securities Act. (div) Schafir acknowledges Kxxxxx and Cxxxxxx each acknowledge that the shares of FDI FDVI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (ev) Schafir represents Kxxxxx and warrants Cxxxxxx each represent and warrant that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI FDVI Stock. (fvi) Schafir is Kxxxxx and Cxxxxxx each are in a financial position to afford to hold the FDI FDVI Stock indefinitely, Schafir's Kxxxxx'x and Cxxxxxx'x financial condition being such that he each of them is not presently under (and does not contemplate any future) necessity or constraint to dispose of the FDI FDVI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes Kxxxxx and Cxxxxxx each recognize that it may not be possible for him to liquidate his investment in the FDI FDVI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he each of them may have to hold the FDI FDVI Stock, and bear the economic risk of this investment, indefinitely. (gvii) Schafir understands Kxxxxx and Cxxxxxx each understand that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI FDVI Stock as an investment. (hviii) Schafir confirms Kxxxxx and Cxxxxxx each confirm that the FDI FDVI Stock was not offered to him by any means of general solicitation or general advertising, and that he has Kxxxxx and Cxxxxxx have each received no representations, warranties or written communications with respect to the FDI FDVI Stock other than those contained or described in this Agreement. (iix) Schafir acknowledges Kxxxxx and Cxxxxxx each acknowledge that he has been provided or that Parent FDVI has made available to him copies of ParentFDVI's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks KS and Form 4s filed since the most recent Form 10-QSB was filed. (jx) Schafir acknowledges Kxxxxx and Cxxxxxx each acknowledge that Parent FDVI has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI FDVI Stock and to obtain any additional information which Parent FDVI possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. IVS represents and warrants that: (a) Schafir understands that as of It is acquiring the Closing Date the FDI Stock will SW Securities for investment for its own account and not be registered under the Securities Act of 1933, as amended (the "Securities Act"), with a view to distribution or any state securities laws on the grounds that the issuance of the FDI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities lawsresale thereof, and that it will not sell or otherwise transfer the reliance of Parent on such exemptions is predicated SW Shares except in part on each of accordance with the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock to be acquired by him upon consummation of the transactions contemplated herein will be acquired by him for his own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning provisions of the Securities Act and the rules and regulations thereunderpromulgated under the Securities Act by the Securities and Exchange Commission (the "Commission") and all applicable provisions of state securities laws and regulations. It further acknowledges that it understands the foregoing to mean that it will not sell or otherwise transfer any SW Securities unless such securities are registered under the Securities Act and any other applicable federal or state securities laws, or it obtains an opinion of counsel satisfactory to SW (both as to the issuer of the opinion and the form and substance thereof) that the SW Securities may be transferred in reliance on an applicable exemption from the registration requirements of such laws. (b) It is an "accredited investor" within the meaning of Rule 501 under the Securities Act and understands that acquisition of the SW Securities is a speculative investment involving a high degree of risk of the loss, and it is qualified by knowledge and experience to evaluate investments of this type. It further acknowledges that he will not distribute all or any portion it has carefully considered the potential risks relating to an investment in the SW Securities. (c) It is able to bear the economic risk of losing his entire investment in the FDI Stock in violation of the Securities ActSW Securities. (d) Schafir It understands and acknowledges that the shares of FDI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction SW Securities have not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration been registered under the Securities Act, only or the securities laws of any state and, as a result thereof, are subject to substantial restrictions on transfer. It further acknowledges that the certificate or certificates representing the SW Securities shall bear a legend in certain limited circumstancessubstantially the form set forth in Section 2.04 hereof. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he It has been provided or that Parent has made available afforded access to him copies of Parentall material information (including, without limitation, SW's most recent Form 10-KSBQ for the fiscal quarter ended March 31, 2012 filed with the Commission (containing unaudited financial statements for the quarter then ended), SW's Form 10-QSB K for the fiscal year ended June 30, 2012 filed with the Commission (containing audited financial statements for the fiscal year then ended) and any Form 8-Ks all other reports, schedules, forms, statements and Form 4s other documents filed since by SW with the most recent Form 10-QSB was filed. (jCommission) Schafir acknowledges that Parent it has given him a reasonable opportunity requested relevant to its decision to acquire the SW Securities and to ask questions and receive answers concerning his receipt of FDI Stock and SW's management. It further acknowledges that, except as set forth herein, neither SW nor anyone acting on behalf of SW has made any representations or warranties to obtain IVS or any additional information IVS Seller which Parent possesses have induced, persuaded, or can stimulated it to acquire without unreasonable effort or expense that is necessary to verify the accuracy of informationsuch SW Shares.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (ai) Schafir understands that as of the Closing Date the FDI Stock will not be registered under Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities including the Securities Act and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Securities; (ii) the Purchaser is acquiring the number of 1933, as amended (Securities set forth in Section 1.1 above in the "ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities Act"), or any state securities laws on arrangement or understanding with any other persons regarding the grounds that distribution of such Securities within the issuance meaning of the FDI Stock is exempt from registration pursuant to Section 4(22(11) of the Securities Act Act; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Purchaser has, in connection with its decision to purchase the number of Securities set forth in Section 1.1 above, relied solely upon the public filings of the Company, with the exception of the S-i filed with the Securities and Exchange Commission on September 20, 2010 and the S-i/A filed with the Securities and Exchange Commission on October 28, 2010; (v) the Purchaser expressly disclaims any reliance in connection with this Agreement on the S-i filed with the Securities and Exchange Commission on September 20, 2010 and the S-1/A filed with the Securities and Exchange Commission on October 28, 2010, and further warrants and agrees that it enters into this Agreement completely independently of said filings, and that said filings had no impact on its decision to enter into this Agreement, and; (vi) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act and applicable state securities laws, and Act. The Purchaser understands that the reliance of Parent on such exemptions is predicated in part on each its acquisition of the Schafir's representations, warranties, covenants and acknowledgments set forth in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D Securities has not been registered under the Securities Act. (c) Schafir represents and warrants that Act or registered or qualified under any state securities laws in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the FDI Stock to be acquired by him upon consummation bona fide nature of the transactions contemplated herein will be acquired Purchaser's investment intent as expressed herein. The Purchaser further understands and agrees that each certificate representing shares of the capital stock of the Company issued to any person in connection with a transfer permitted by him for his own accountthis Agreement, not as other than through sales to the public from and after an initial public offering in a nominee or agent, and without a view transaction registered pursuant to resale or other distribution within the meaning provision of Section 5 of the Securities Act and the rules and regulations thereunder, and that he will not distribute all or any portion of the FDI Stock in violation of the Securities Act. (d) Schafir acknowledges that the shares of FDI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration pursuant to Rule 144 under the Securities Act, only in certain limited circumstancesshall be endorsed with the following legend: THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS' AGREEMENT BY AND BETWEEN THE COMPANY AND ITS STOCKHOLDERS. A TRANSFERREE OF THE SECURITIES REPRESENTED HEREBY SHALL BE BOUND BY SUCH AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (a) Schafir understands The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that as involved in the purchase of the Closing Date Shares, including investments in securities issued by the FDI Stock will not be registered under Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Securities Shares. The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1933, as amended (1976 and the "Securities Act"), regulations thereunder) only and with no present intention of distributing any of such Shares or entering into any state securities laws on arrangement or understanding with any other persons regarding the grounds that distribution of such Shares within the issuance meaning of the FDI Stock is exempt from registration pursuant to Section 4(22(11) of the Securities Act Act. The Purchaser will not, directly or Regulation D promulgated under the Securities Act and applicable state securities lawsindirectly, and that the reliance offer, sell, pledge, transfer or otherwise dispose of Parent on such exemptions is predicated in part on each (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Schafir's representations, warranties, covenants and acknowledgments set forth Shares except in this Section 2.6. (b) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. (c) Schafir represents and warrants that the FDI Stock to be acquired by him upon consummation of the transactions contemplated herein will be acquired by him for his own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of compliance with the Securities Act and the rules Rules and regulations Regulations promulgated thereunder. The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Exhibit A and the Registration Statement Questionnaire attached hereto as Exhibit B, for use in preparation of the Registration Statement and the Certificate attached hereto as Exhibit C-1 or C-2, as applicable, and that he will not distribute all or any portion the answers thereto are true and correct as of the FDI Stock in violation date hereof and will be true and correct as of the Securities Act. (d) Schafir effective date of the Registration Statement. The Purchaser will notify the Company immediately of any change in any of such information until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective. The Purchaser acknowledges receipt of the Private Placement Memorandum and further acknowledges that it has been afforded (i) the shares opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of FDI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public Company concerning the terms and conditions of the offering of the Shares and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investing in the Shares; (ii) access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the FDI Stock. Shares; and (fiii) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any such additional information which Parent the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Private Placement Memorandum. The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein. The Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. The Purchaser recognizes that an investment in the Shares involves substantial risks. The Purchase further recognizes that no federal or state agencies have passed upon the offering of the Shares or made any finding or determination as to the fairness of this investment. The Purchaser also understands and acknowledges that (i) any forward-looking information included in the Private Placement Memorandum or SEC Documents supplied to such Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Private Placement Memorandum and SEC Documents; and (ii) the Company’s actual results may differ materially from those projected by the Company or its management in such forward-looking information.

Investment Representations and Covenants. (a) Schafir understands Buyer represents that as it is an "accredited investor" within the meaning of the Closing Date the FDI Stock will not be registered Rule 501(a) under the Securities Act of 1933, as amended (the "Securities Act"), and is a financially sophisticated financial or any state institutional investor that purchases equity securities laws on in the grounds that ordinary course of business. Buyer is acquiring the issuance of Purchased Stock for investment purposes only, for its own account, and not with a view to the FDI Stock is exempt from registration distribution thereof, other than pursuant to Section 4(2) of Rule 144 under the Securities Act or Regulation D promulgated other exemption from or registration under the Securities Act. Buyer understands that the offer and sale of the Purchased Stock and Warrant to Buyer have not been registered under the Securities Act or under state securities laws and, accordingly, may not be transferred unless so registered or exemptions from such registration are available. (b) Buyer has reviewed Diana's most recent Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K filed since the date of the Form 10-K, and Diana's 1996 Annual Report to Stockholders and Proxy Statement. Buyer understands that an investment in the Purchased Stock is speculative and involves a high degree of risk. At this time, Diana is experixxxxxg a severe liquidity deficiency. (c) Diana shall proxxxxx deliver to Buyer a certificate representing the Purchased Stock. The certificates representing the Purchased Stock shall (unless registered under the Securities Act and applicable state securities laws) have a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and that the reliance of Parent on such exemptions is predicated in part on each of the Schafir's representationsAS AMENDED, warrantiesOR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED FOR SALE, covenants and acknowledgments set forth in this Section 2.6. SOLD OR OTHERWISE TRANSFERRED EXCEPT (bA) Schafir represents and warrants that he is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS OR (cB) Schafir represents and warrants that the FDI Stock to be acquired by him upon consummation of the transactions contemplated herein will be acquired by him for his own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder, and that he will not distribute all or any portion of the FDI Stock in violation of the Securities ActTHE HOLDER HEREOF FURNISHES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE DIANA CORPORATIXX XX THE EFFECT THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. (d) Schafir acknowledges Buyer (if not James Fiedler) xxxxxxxxxxxx and agrees that the shares of FDI it is requiring that James Fiedler axxx xxxxxxxx Common Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge of Diana on the saxx xxrms and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI Stockconditions set forth herein. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (a) Schafir Seller understands that as of the Closing Date Common Stock which shall comprise the FDI Stock will Purchase Price has not been and shall not be registered under the Securities Act of 1933, as amended (the "Securities 1933 Act"), or any state securities laws on the grounds that the issuance of the FDI Common Stock is exempt from registration pursuant to Section 4(2) 4.2 of the Securities Act or Regulation D promulgated under the Securities 1933 Act and applicable state securities laws, and that the reliance of Parent Buyer on such exemptions is predicated in part on each of the Schafir's Seller’s representations, warranties, covenants and acknowledgments set forth in this Section 2.6. Section. Seller acknowledges that: (a) Buyer has made no assurances that a public market will continue to exist, (b) Schafir the Common Stock is a highly speculative investment involving a high degree of risk, (c) it is able, without impairing its financial condition, to hold the Common Stock for an indefinite period of time and suffer the complete loss thereof, and (d) after one year and one day from the Effective Time, the exemption available through Rule 144 of the 1933 Act may be accessed by Seller, provided all of the terms and conditions of such exemption have been met. Additionally, Seller: (a) acknowledges that the Common Stock issued to Seller at the Closing must be held at least one (1) year plus one (1) day after the Closing Date by Seller unless subsequently registered under the 1933 Act or an exemption from registration is available, and (b) is aware that any routine sales of Common Stock made pursuant to Rule 144 under the 1933 Act may be made only in limited amounts and in accordance with the terms and conditions of that rule and that in such cases where the Rule 144 is not applicable, compliance with some other registration exemption will be required. Seller represents and warrants that he that: (a) Seller is an "“accredited investor" ” or “sophisticated investor” as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. 1933 Act and state “Blue Sky” laws, or that Seller has utilized, to the extent necessary to be deemed a sophisticated investor under the 1933 Act and State “Blue Sky” laws, the assistance of a professional advisor, (cb) Schafir represents Seller, either alone or together with the assistance of the Seller’s own professional advisor, has such knowledge and warrants experience in financial and business matters such that the FDI Seller is capable of evaluating the merits and risks of Seller’s investment in the Common Stock to be acquired by him Seller upon Closing, and (c) the Common Stock to be acquired by Seller upon consummation of the transactions contemplated herein described in this Agreement will be acquired by him Seller for his Seller’s own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities 1933 Act and the rules and regulations thereunder, except as contemplated in this Agreement, and that he Seller will not distribute all or any portion of the FDI Common Stock in violation of the Securities Act. (d) Schafir acknowledges that the 0000 Xxx. All shares of FDI the Common Stock are characterized shall bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ‘1933 ACT’) AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE 1933 ACT AND APPLICABLE SECURITIES LAWS.” In addition, the Common Stock shall bear any legend required by the securities or the applicable “Blue Sky” laws as "restricted securities" under the federal securities laws inasmuch well as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. (e) Schafir represents and warrants that he has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of his investment in the FDI Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal legend deemed appropriate by Buyer or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investmentits counsel. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representations, warranties or written communications with respect to the FDI Stock other than those contained or described in this Agreement. (i) Schafir acknowledges that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Investment Representations and Covenants. (a) Schafir Each Stockholder severally represents, warrants and covenants as follows: a. Such Stockholder understands that as of the Closing Date the FDI Vision Twenty-One Common Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI Vision Twenty-One Common Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Parent Vision Twenty-One on such exemptions is predicated in part on each of the SchafirStockholder's representations, warranties, covenants and acknowledgments set forth in this Section 2.6Section. (b) Schafir b. Such Stockholder represents and warrants that he is an "accredited investor" or "sophisticated investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities ActAct and state "Blue Sky" laws, or that such Stockholder has utilized, to the extent necessary to be deemed a sophisticated investor under the Securities Act and State "Blue Sky" laws, the assistance of a professional advisor. (c) Schafir c. Such Stockholder represents and warrants that the FDI Vision Twenty-One Common Stock to be acquired by him the Stockholder upon consummation of the transactions contemplated herein described in this Agreement will be acquired by him the Stockholder for his own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder, and that he the Stockholder will not distribute all or any portion of the FDI Vision Twenty-One Common Stock in violation of the Securities Act. All Vision Twenty-One Common Stock shall bear a restrictive legend in substantially the following form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN 10 11 REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAWS." In addition, the Vision Twenty-One Common Stock shall bear any legend required by the securities or "Blue Sky" laws of any state where the Stockholder resides as well as any other legend deemed appropriate by Vision Twenty-One or its counsel. d. Such Stockholder (di) Schafir acknowledges that the shares of FDI Vision Twenty-One Common Stock are characterized as "restricted securities" under issued to it at the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may Closing must be resold without registration held indefinitely by it unless subsequently registered under the Securities ActAct or an exemption from registration is available, (ii) is aware that any routine sales of Vision Twenty-One Common Stock made pursuant to Rule 144 under the Securities Act may be made only in certain limited circumstancesamounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not immediately available for use for resale of any of the Vision Twenty-One Common Stock to be acquired by the Stockholder upon consummation of the transactions described in this Agreement, and (iv) acknowledges and agrees that the registration of the Vision Twenty-One Common Stock shall be subject to the terms and provisions of the Registration Rights Agreement. (e) Schafir e. Such Stockholder represents and warrants to Vision Twenty-One that he Stockholder, either alone or together with the assistance of Stockholder's own professional advisor, has such knowledge and experience in financial and business matters such that he Stockholder is capable of evaluating the merits and risks of an investment in the Vision Twenty-One Common Stock and is able to sustain a complete loss of such investment. f. Such Stockholder confirms that he has had the opportunity to ask questions of and receive answers from Vision Twenty-One concerning the terms and conditions of his investment in the FDI Vision Twenty-One Common Stock. (f) Schafir is in a financial position to afford to hold the FDI Stock indefinitely, Schafir's financial condition being such that he is not presently under necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Schafir recognizes that it may not be possible for him to liquidate his investment in the FDI Stock (other than by means of the Option Agreements and the Registration Rights Agreement) and, accordingly, he may have to hold the FDI Stock, and bear the economic risk of this investment, indefinitely. (g) Schafir understands that neither the Securities and Exchange Commission nor any other federal or state agency has recommended, approved or endorsed the purchase of the FDI Stock as an investment. (h) Schafir confirms that the FDI Stock was not offered to him by any means of general solicitation or general advertising, and that he has received no representationsreceived, warranties to his satisfaction, such information about Vision Twenty-One's operations as he has requested. g. Such Stockholder agrees that it will not sell or written communications otherwise transfer or dispose of the Vision Twenty-One Common Stock or any interest therein (unless such shares have been registered under the Securities Act or after two years pursuant to Rule 144) without first complying with respect to either of the FDI Stock other than those contained or described in this Agreement.following conditions: (i) Schafir acknowledges Vision Twenty-One shall have received a written legal opinion from legal counsel, which opinion and counsel shall be satisfactory to Vision Twenty-One in the exercise of its reasonable judgment, or a copy of a "no-action" or interpretive letter of the SEC specifying the nature and circumstance of the proposed transfer, in either instance indicating or opining, as the case may be, that he has been provided or that Parent has made available to him copies of Parent's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks and Form 4s filed since the most recent Form 10-QSB was filed. (j) Schafir acknowledges that Parent has given him a reasonable opportunity to ask questions and receive answers concerning his receipt of FDI Stock and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.proposed