Common use of Investment Representations and Covenants Clause in Contracts

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (i) 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 date hereof; (v) the 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 or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (vii) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities shares representing an investment decision like that involved in the purchase of the SharesSecurities, 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 SharesSecurities; (ii) the Purchaser is acquiring the number of Shares Securities set forth in Section 0 above on the signature page hereof 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 Securities 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 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 Stock Certificate Questionnaire attached hereto as Exhibit B and D, the Certificate Registration Statement Questionnaire attached hereto as Exhibit C-1 or C-2F, for use in preparation of the Registration Statement, and the Investor Questionnaire attached hereto as applicableExhibit G, and the answers thereto are true and correct as of the date hereofhereof 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 number of Shares Securities set forth in Section 0 aboveon the signature page hereto, relied solely upon the Company Information SEC Documents and the documents included therein and the representations and warranties of the Company contained herein; and (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 or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (vii) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities ActSecurities.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (i) 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 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 date hereof; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 0 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 or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (vii) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Investment Representations and Covenants. The Such Purchaser represents and warrants to, and covenants with, the Company that: (i) the such 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 Sharessecurities, including investments in securities issued by the Company, Company and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the such Purchaser is acquiring the number of Shares Securities set forth in Section 0 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares Securities within the meaning of Section 2(11) of the Securities Act; (iii) the such 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 Securities except in compliance with the Securities Act and the Rules rules and Regulations regulations promulgated thereunder; (iv) the such Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Exhibit B D and the Registration Statement Questionnaire attached hereto as Exhibit E, for use in preparation of the Registration Statement and the Certificate attached hereto as Exhibit C-1 F-1 or C-2F-2, as applicable, and the answers thereto are true and correct as of the date hereofhereof 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 any of such information until such time as the Purchaser has sold all of its Conversion 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 number of Shares Securities set forth in Section 0 2 above, relied solely upon the Company Information SEC Documents, Disclosure Schedules, Disclosure Materials and the representations and warranties of the Company contained herein; (vivii) the such Purchaser understands that except as set forth in Section 7, neither the Company nor any other person is under any obligation to register the resale of the Securities, Conversion Shares or Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder and that the Registration Statement contemplated by Section 7 will only register for resale the Conversion Shares and the Warrant Shares and not the Preferred Shares and Warrants themselves; and (viiviii) the such Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities shares representing an investment decision like that involved in the purchase of the SharesSecurities, 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 SharesSecurities; (ii) the Purchaser is acquiring the number of Shares Securities set forth in Section 0 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares Securities 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 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 Stock Certificate Questionnaire attached hereto as Exhibit B D and the Certificate Registration Statement Questionnaire attached hereto as Exhibit C-1 or C-2F, for use in preparation of the Registration Statement and the Investor Questionnaire attached hereto as applicable, Exhibit G and the answers thereto are true and correct as of the date hereofhereof 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 number of Shares Securities set forth in Section 0 2 above, relied solely upon the Company Information SEC Documents and the documents included therein and the representations and warranties of the Company contained herein; and (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 or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (vii) the Purchaser is an “"accredited investor” " within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.Act and has completed the Investor Questionnaire attached hereto as Exhibit G.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (i) 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 including the purchase of the Shares, including investments in securities issued by the Company, Securities and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares Securities set forth in Section 0 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 Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares Securities 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 Securities except in compliance with the Securities Act Act, applicable state securities laws and the Rules respective rules and Regulations 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 date hereof; (v) the Purchaser has, in connection with its decision to purchase the number of Shares Securities set forth in Section 0 1.1 above, relied solely upon the Company Information SEC Documents and the documents referenced therein 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 or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (viiv) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. The Purchaser understands that its acquisition of the Securities has not been registered under the Securities 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 bona fide nature of the Purchaser’s investment intent as expressed herein.

Investment Representations and Covenants. The Purchaser Seller understands that the Common Stock which shall comprise the Purchase Price is a highly speculative investment involving a high degree of risk; 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. Seller represents and warrants to, and covenants with, the Company that: (iA) 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 date hereof; (v) the 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 or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (vii) the Purchaser Seller is an “accredited investor” or “sophisticated investor” as defined under the 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, (B) Seller, either alone or together with the assistance of Seller’s own professional advisor, has such knowledge and experience in financial and business matters such that Seller is capable of evaluating the merits and risks of Seller’s investment in the Common Stock to be acquired by Seller upon Closing, and (C) the Common Stock to be acquired by Seller upon consummation of the transactions described in this Agreement will be acquired by Seller for Seller’s own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of Rule 501 the 1933 Act and the rules and regulations thereunder, except as contemplated in this Agreement, and that Seller will not distribute any of Regulation D promulgated under the Securities ActCommon Stock in violation of the 0000 Xxx. All shares of the Common Stock 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, and providing a restriction of sale for a period of twelve (12) months, and as well as any other legend deemed necessary and appropriate by Buyer or its counsel.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (i) 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 including the purchase of the Shares, including investments in securities issued by the Company, Securities and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares Securities set forth in Section 0 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 Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares Securities 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 Securities except in compliance with the Securities Act Act, applicable state securities laws and the Rules respective rules and Regulations 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 date hereof; (v) the Purchaser has, in connection with its decision to purchase the number of Shares Securities set forth in Section 0 1.1 above, relied solely upon the Company Information 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 representations S-i/A filed with the Securities and warranties 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 the Company contained hereinsaid filings, and that said filings had no impact on its decision to enter into this Agreement, and; (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 or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (vii) the Purchaser is an “"accredited investor” " within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. The Purchaser understands that its acquisition of the Securities has not been registered under the Securities 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 bona fide nature of the 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 this Agreement, other than through sales to the public from and after an initial public offering in a transaction registered pursuant to the provision of Section 5 of the Securities Act or pursuant to Rule 144 under the Securities Act, shall 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.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (i) the such Xxxxxxxx Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and investments in comparable companies, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the such Xxxxxxxx Purchaser is acquiring the number of Shares set forth in Section 0 above Securities purchased by it pursuant to this Agreement 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares Securities within the meaning of Section 2(11) of the Securities Act; (iii) the such Xxxxxxxx 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 Securities except in compliance with the Securities Act Act, applicable state securities laws and the respective Rules and Regulations promulgated thereunderRegulations; (iv) the such Xxxxxxxx Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Exhibit B A, 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 the answers thereto are true and correct as of the date hereofhereof and will be true and correct as of the effective date of the Registration Statement, provided that such Xxxxxxxx Purchaser shall be entitled to update such information by providing notice thereof to the Company before the effective date of the Registration Statement; (v) such Xxxxxxxx Purchaser will notify the Company immediately of any change in any of such information until such time as such Xxxxxxxx Purchaser has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; (vi) such Xxxxxxxx Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 0 aboveSecurities purchased by it pursuant to this Agreement, relied solely upon the Company Information SEC Documents, the Private Placement Memorandum, other publicly available 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 or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (vii) the such Xxxxxxxx Purchaser is an a “accredited investorqualified institutional buyer” within the meaning of Rule 501 of Regulation D promulgated 144A under the Securities Act. Such Xxxxxxxx Purchaser understands that its acquisition of the Securities has not been registered under the Securities 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 bona fide nature of such Xxxxxxxx Purchaser’s investment intent as expressed herein.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and investments in comparable companies, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares Securities set forth in Section 0 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares Securities 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 Securities except in compliance with the Securities Act Act, applicable state securities laws and the respective Rules and Regulations promulgated thereunder; (iv) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Exhibit B A, 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 the answers thereto are true and correct as of the date hereofhereof and will be true and correct as of the effective date of the Registration Statement, provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company before the effective date of the Registration Statement; (v) 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 Securities 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 number of Shares Securities set forth in Section 0 2 above, relied solely upon the Company Information SEC Documents, the Private Placement Memorandum, other publicly available 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 or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (vii) the Purchaser is an a “accredited investorqualified institutional buyer” within the meaning of Rule 501 of Regulation D promulgated 144A under the Securities Act. The Purchaser understands that its acquisition of the Securities has not been registered under the Securities 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 bona fide nature of the Purchaser’s investment intent as expressed herein.

Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities shares 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 . The Purchaser is acquiring the number of Shares set forth in Section 0 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 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or entering into 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 . 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 . The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Exhibit B 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 the answers thereto are true and correct as of the date hereofhereof and will be true and correct as of the 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 opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (vii) 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 Shares; and (iii) the opportunity to obtain such additional information which 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 0 2 above, relied solely upon the Company Information Private Placement Memorandum and the documents included therein 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 or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (vii) the . 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.