Common use of Investment Representations and Covenants Clause in Contracts

Investment Representations and Covenants. (i) The STI Shareholder represents that it is acquiring the FSG Shares for its own account and for investment only and not with a view to distribution or resale thereof within the meaning of such phrase as defined under the Securities Act. The STI Shareholder shall not dispose of any part or all of such FSG Shares in violation of the provisions of the Securities Act and the rules and regulations promulgated under the Securities Act by the Securities and Exchange Commission and all applicable provisions of state securities laws and regulations. (ii) The certificate or certificates representing the shares of FSG Shares shall bear a legend in substantially the form set forth in Section 2.02 hereof. (iii) The STI Shareholder acknowledges being informed that the FSG Shares shall be unregistered, shall be “restricted securities” as defined in paragraph (a) of Rule 144 under the Securities Act, and must be held indefinitely unless (a) they are subsequently registered under the Securities Act, or (b) an exemption from such registration is available. The STI Shareholder further acknowledges that FSG does not have an obligation to currently register such securities for the account of STI Shareholder. (iv) The STI Shareholder acknowledges that it has been afforded access to all material information which it has requested relevant to its decision to acquire the FSG Shares and to ask questions of FSG’s management and that, except as set forth herein, neither FSG nor anyone acting on behalf of FSG has made any representations or warranties to the STI Shareholder which have induced, persuaded, or stimulated the STI Shareholder to acquire such FSG Shares. (v) The STI Shareholder is an “accredited investor” as defined in Rule 501(a) under the Securities Act and has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment in the FSG Shares, and the STI Shareholder is and will be able to bear the economic risk of the investment in such FSG Shares.

Investment Representations and Covenants. (ia) The STI Shareholder Buyer represents that it is acquiring the FSG Shares for its own account and for investment only and not with a view to distribution or resale thereof an "accredited investor" within the meaning of such phrase as defined under the Securities Act. The STI Shareholder shall not dispose of any part or all of such FSG Shares in violation of the provisions of the Securities Act and the rules and regulations promulgated under the Securities Act by the Securities and Exchange Commission and all applicable provisions of state securities laws and regulations. (ii) The certificate or certificates representing the shares of FSG Shares shall bear a legend in substantially the form set forth in Section 2.02 hereof. (iii) The STI Shareholder acknowledges being informed that the FSG Shares shall be unregistered, shall be “restricted securities” as defined in paragraph (a) of Rule 144 under the Securities Act, and must be held indefinitely unless (a) they are subsequently registered under the Securities Act, or (b) an exemption from such registration is available. The STI Shareholder further acknowledges that FSG does not have an obligation to currently register such securities for the account of STI Shareholder. (iv) The STI Shareholder acknowledges that it has been afforded access to all material information which it has requested relevant to its decision to acquire the FSG Shares and to ask questions of FSG’s management and that, except as set forth herein, neither FSG nor anyone acting on behalf of FSG has made any representations or warranties to the STI Shareholder which have induced, persuaded, or stimulated the STI Shareholder to acquire such FSG Shares. (v) The STI Shareholder is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Securities Act"), and has is a financially sophisticated financial or institutional investor that purchases equity securities in the knowledge ordinary course of business. Buyer is acquiring the Purchased Stock for investment purposes only, for its own account, and experience in financial not with a view to the distribution thereof, other than pursuant to Rule 144 under the Securities Act or other exemption from or registration under the Securities Act. Buyer understands that the offer and business matters to be capable of evaluating the merits and risks sale of the prospective 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 FSG SharesPurchased 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 STI Shareholder following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS OR (B) THE 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) Buyer (if not James Fiedler) xxxxxxxxxxxx and agrees that it is requiring that James Fiedler axxx xxxxxxxx Common Stock and will be able to bear warrants of Diana on the economic risk of the investment in such FSG Sharessaxx xxrms and conditions set forth herein.

Investment Representations and Covenants. (ia) The STI Shareholder represents that it Seller is acquiring the FSG Shares Acquiror Securities for investment for its own account and for investment only and not with a view to distribution or resale thereof within thereof, and it will not sell or otherwise transfer the meaning of such phrase as defined under the Acquiror Securities Act. The STI Shareholder shall not dispose of any part or all of such FSG Shares except in violation of accordance with the provisions of the Securities Act and the rules and regulations promulgated 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 Acquiror 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 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. (iib) The Seller understands that acquisition of the Acquiror 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 it has carefully considered the potential risks relating to an investment in the Acquiror Securities. (c) Seller is able to bear the economic risk of losing its entire investment in the Acquiror Securities. (d) Seller understands and acknowledges that the Acquiror Securities have not been registered under the Securities Act, 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 shares of FSG Shares Acquiror Securities shall bear a legend in substantially the form set forth in Section 2.02 2.07 hereof. (iiie) The STI Shareholder acknowledges being informed Seller has made an independent examination and investigation of an investment in the Acquiror Securities 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 anyway whatsoever for Seller’s decision to invest in the FSG Shares shall be unregisteredAcquiror Securities and Parent, shall be “restricted securities” except as defined in paragraph (a) a result of Rule 144 under the Securities Act, and must be held indefinitely unless (a) they are subsequently registered under the Securities Act, or (b) an exemption from such registration is availabletheir breach of this Agreement. The STI Shareholder further acknowledges that FSG does not have an obligation to currently register such securities for the account of STI Shareholder. (iv) The STI Shareholder acknowledges that it Seller has been afforded access to all material information which (including, without limitation, Parent’s Form 10-K for the fiscal year ended December 31, 2010 filed with the Commission on April 14, 2011, Parent’s Form 10-Q for the fiscal quarter ended March 31, 2011 filed with the Commission on May 19, 2011, and all other reports, schedules, forms, statements and other documents filed by Parent with the Commission) that it has requested relevant to its decision to acquire the FSG Shares Acquiror Securities and to ask questions of FSGParent’s management and management. Seller further acknowledges that, except as set forth herein, neither FSG Parent nor Buyer nor anyone acting on behalf of FSG Parent or Buyer has made any representations or warranties (written or oral) to Seller or the STI Shareholder Controlling Owner (or any person acting on their behalf) which have induced, persuaded, or stimulated the STI Shareholder it to acquire such FSG Sharesthe Acquiror Securities, including (without limitation) as to the future price or value of the Acquiror Securities, except as provided in this Agreement. (vf) The STI Shareholder is an “accredited investor” as defined in Rule 501(a) under the Securities Act and Either alone, or together with its investment advisor(s), Seller has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment in the FSG SharesAcquiror Securities, and the STI Shareholder Seller is and will be able to bear the economic risk of the investment in such FSG SharesAcquiror Securities. (g) Seller understands and agrees not to engage in any hedging transactions involving any of the Acquiror Securities unless such transactions are in compliance with the provisions of the Securities Act and in each case only in accordance with applicable state securities laws.

Investment Representations and Covenants. (ia) The STI Shareholder represents that it Sattel is acquiring the FSG Xxxxx Shares for its investment, for Sattel's own account and for investment only and not with a view to or for resale, fractionalization, or division, in connection with any distribution thereof in violation of the Securities Act of 1933, as amended, or resale thereof within the meaning of such phrase as defined under applicable rules and regulations adopted thereunder (collectively, the "Securities Act"), except for distributions through the Registration Rights Agreement in compliance with the Securities Act. The STI Shareholder shall not dispose of any part or all of such FSG Shares in violation Sattel understands that the offer and sale of the provisions of the Securities Act and the rules and regulations promulgated Xxxxx Shares to Sattel have not been registered under the Securities Act or under any state securities laws, by reason of exemptions from the Securities and Exchange Commission and all applicable registration provisions of state securities laws and regulations. (ii) The certificate or certificates representing the shares of FSG Shares shall bear a legend in substantially the form set forth in Section 2.02 hereof. (iii) The STI Shareholder acknowledges being informed that the FSG Shares shall be unregistered, shall be “restricted securities” as defined in paragraph (a) of Rule 144 under the Securities Act, and the applicable state securities laws, but will be registered in accordance with the Registration Rights agreement. Accordingly, the Xxxxx Shares are 93restricted securities94 under the Securities Act and Sattel acknowledges and agrees that the Xxxxx Shares must be held indefinitely unless (a) they are subsequently subsequentyly registered under the Securities Act, as required under the Registration Rights Agreement, and any applicable state securities laws, or (b) an exemption from such registration is available. The STI Shareholder further acknowledges that FSG does not have an obligation to currently register such securities for the account of STI Shareholder, as determined by Xxxxx in its sole discretion. (ivb) The STI Shareholder acknowledges that it Sattel is familiar with, and Sattel has been afforded given full access by Xxxxx to, all information concerning the business and financial condition, properties, operations and prospects of Xxxxx that Sattel has deemed relevant for purposes of acquiring the Xxxxx Shares. Sattel has had full opportunity to discuss with Xxxxx its business, financial condition, properties, operations, and prospects, and all material information which it such other matters as Sattel has requested relevant deemed appropriate in connection with acquiring the Xxxxx Shares. Sattel has reviewed, among other things, a copy of Diana's most recent Form 10-K, Form 10-Q, Annual Report to its decision to acquire the FSG Shares Stockholders, and to ask questions of FSG’s management and that, except as set forth herein, neither FSG nor anyone acting on behalf of FSG has made any representations or warranties to the STI Shareholder which have induced, persuaded, or stimulated the STI Shareholder to acquire such FSG SharesProxy Statement. (vc) The STI Shareholder Sattel is able to bear the economic risk of making the investment in the Xxxxx Shares, including, without limiting the generality of the foregoing, the risk of losing part of or all Sattel's investment and the possible inability to sell or transfer the Xxxxx Shares for an “accredited investor” as defined in Rule 501(aindefinite period of time. (d) under the Securities Act and has the By reason of Sattel's knowledge and experience in financial and business matters to be in general, Sattel is capable of evaluating the merits and risks of acquiring the prospective investment Xxxxx Shares. (e) The Xxxxx Shares and each certificate evidencing the Xxxxx Shares (or interests therein) shall (unless the transfer of the securities evidenced by such certificate shall have been registered under the Securities Act and applicable state securities laws) be stamped or otherwise imprinted with a legend in substantially the FSG Sharesfollowing form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR (ii) AN APPLICABLE EXEMPTION THEREFROM AND IN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE XXXXX CORPORATION IS FURNISHED TO THE EFFECT THAT SUCH EXEMPTION IS AVAILABLE. (f) Sattel will comply with all applicable federal and state securities laws in connection with any sale or transfer of the Xxxxx Shares including, without limitation, Rules 10b-5 and 10b-6 under the Securities Exchange Act of 1934, as amended, and the STI Shareholder is and will be able to bear the economic risk Section 5 of the investment in such FSG SharesSecurities Act.

Investment Representations and Covenants. (i) The STI Each Advaxis Shareholder represents that it such Advaxis Shareholder is acquiring the FSG Purchase Shares to be issued pursuant to Section 1.02(a) hereof for his, her or its own account and for investment only and not with a view to distribution or resale thereof within the meaning of such phrase as defined under the Securities Act. The STI Shareholder Advaxis Shareholders shall not dispose of any part or all of such FSG Purchase Shares in violation of the provisions of the Securities Act and the rules and regulations promulgated under the Securities Act by the Securities and Exchange Commission SEC and all applicable provisions of state securities laws and regulations. (ii) The Each Advaxis Shareholder acknowledges that the certificate or certificates representing the shares of FSG such Advaxis Shareholder's Purchase Shares shall bear a legend in substantially the form set forth in Section 2.02 1.02(c) hereof. (iii) The STI Each Advaxis Shareholder acknowledges being informed that the FSG Purchase Shares to be issued pursuant to Section 1.02(a) hereof shall be unregistered, shall be “"restricted securities” " as defined in paragraph (a) of Rule 144 under the Securities Act, and must be held indefinitely unless (a) they are subsequently registered under the Securities Act, or (b) an exemption from such registration is available. The STI Shareholder further acknowledges that FSG does not have an obligation to currently register such securities for the account of STI Shareholder. (iv) The STI Each Advaxis Shareholder acknowledges that it such Advaxis Shareholder has been afforded access to all material information which it such Advaxis Shareholder has requested relevant to its such Advaxis Shareholder's decision to acquire the FSG Purchase Shares and to ask questions of FSG’s GXPT's management and that, except as set forth herein, neither FSG GXPT nor anyone acting on behalf of FSG GXPT has made any representations or warranties to the STI such Advaxis Shareholder which have induced, persuaded, or stimulated the STI such Advaxis Shareholder to acquire such FSG Purchase Shares.. Each Advaxis Shareholder shall deliver to GXPT a completed investor representation letter in the form attached hereto as Exhibit X. (v) The STI Either alone, or together with his, her or its investment advisor(s), each Advaxis Shareholder is an “accredited investor” as defined in Rule 501(a) under the Securities Act and has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment in the FSG Purchase Shares, and the STI each Advaxis Shareholder is and will be able to bear the economic risk of the investment in such FSG Purchase Shares.

Investment Representations and Covenants. (i) The STI Shareholder represents that it Laurus is resident in the jurisdiction of the Cayman Islands. (ii) Laurus is acquiring the FSG Shares for its own account and Securities for investment only and not with a view to resale or distribution or resale thereof within the meaning of such phrase as defined under the Securities Act. The STI Shareholder shall not dispose of any part or all of such FSG Shares in violation of the provisions of the Securities Act and the rules and regulations promulgated under the Securities Act by the Securities and Exchange Commission and all applicable provisions of state any securities laws and regulations. (ii) The certificate or certificates representing the shares of FSG Shares shall bear a legend in substantially the form set forth in Section 2.02 hereoflaws. (iii) The STI Shareholder acknowledges being informed that the FSG Shares shall be unregistered, shall be “restricted securities” as defined in paragraph (a) of Rule 144 under the Securities ActLaurus is not a party to, and must be held indefinitely unless is not acting in concert with a person who is party to: (aA) they are subsequently registered under an agreement to transfer Laurus' legal or beneficial interest in the Securities Act, Securities; or (bB) an exemption from such registration is available. The STI Shareholder further acknowledges that FSG does not have an obligation agreement to currently register such securities for grant a participating interest in the account of STI ShareholderSecurities. (iv) The STI Shareholder acknowledges that it has been afforded access As the Securities purchased hereunder are subject to resale restrictions under the US Securities Act, Laurus shall comply with all material information which it has requested relevant securities laws concerning any resale of the Securities purchased hereunder and shall consult with his, her or its own legal advisors with respect to its decision to acquire the FSG Shares and to ask questions of FSG’s management and that, except as set forth herein, neither FSG nor anyone acting on behalf of FSG has made any representations or warranties to the STI Shareholder which have induced, persuaded, or stimulated the STI Shareholder to acquire such FSG Sharescompliance. (v) The STI Shareholder If required by applicable securities laws, Laurus will execute, deliver, file and otherwise assist the Company in filing such reports, undertakings and other documents with respect to the issuance of the Securities as may be required. (vi) Laurus is purchasing the Securities as principal for its own account and not as a nominee or agent. (vii) Laurus is an “accredited investor within the meaning of Regulation D under the US Securities Act. (viii) Laurus understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the US Securities Act based in part upon Laurus' representations contained in this Agreement, including, without limitation, that Laurus is an "accredited investor” as defined in Rule 501(a) " within the meaning of Regulation D under the US Securities Act. (ix) Laurus confirms that it has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Notes and the Warrant to be purchased by it under this Agreement and the Warrant Shares acquired by it upon the exercise of the Warrant. Laurus further confirms that it has had an opportunity to ask questions and receive answers from the Company regarding the Company's and its Subsidiaries' business, management and financial affairs and the terms and conditions of this Agreement, the Notes, the Warrant and the Securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Laurus or to which Laurus had access. (x) Laurus understands that the Securities have not been and will not be registered under the US Securities Act or any applicable state securities laws and that the sale contemplated hereby is being made in reliance on an exemption from registration therefrom. (xi) Laurus acknowledges that Laurus has not purchased the knowledge and Securities as a result of any general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, television or other forms of telecommunication, including electronic display (such as the Internet), or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (xii) Laurus has substantial experience in financial evaluating and business matters investing in private placement transactions of securities in companies similar to be the Company so that it is capable of evaluating the merits and risks of the prospective its investment in the FSG Shares, Company and has the STI Shareholder is and will be able capacity to protect its own interests. Laurus must bear the economic risk of this investment until the Securities are sold. (xiii) By reason of its, or of its management's business and financial experience, Laurus has the capacity to evaluate the merits and risks of its investment in such FSG Sharesthe Notes, the Warrant, and the Securities and to protect its own interests in connection with the transactions contemplated in this Agreement and the Related Agreements. (xiv) In the event that Laurus becomes an "insider" or "control person" of the Company (within the meaning of applicable securities laws) or in the event that a nominee of Laurus becomes a director or officer of the Company or any of its Subsidiaries, Laurus shall notify the Principal Market thereof and shall file with the Principal Market any personal information forms required by reason thereof.

Investment Representations and Covenants. (ia) The STI Shareholder represents that it Purchaser is resident in the jurisdiction of the Cayman Islands. (b) The Purchaser is acquiring the FSG Shares for its own account and Securities for investment only and not with a view to resale or distribution or resale thereof within the meaning of such phrase as defined under the Securities Act. The STI Shareholder shall not dispose of any part or all of such FSG Shares in violation of the provisions of the Securities Act and the rules and regulations promulgated under the Securities Act by the Securities and Exchange Commission and all applicable provisions of state any securities laws and regulationslaws. (iic) The certificate Purchaser is not a party to, and is not acting in concert with a person who is party to: (A) an agreement to transfer the Purchaser's legal or certificates representing beneficial interest in the shares of FSG Shares shall bear Securities; or (B) an agreement to grant a legend participating interest in substantially the form set forth in Section 2.02 hereofSecurities. (iiid) The STI Shareholder acknowledges being informed that As the FSG Shares shall be unregistered, shall be “restricted securities” as defined in paragraph (a) of Rule 144 Securities purchased hereunder are subject to resale restrictions under the Securities Act, the Purchaser shall comply with all securities laws concerning any resale of the Securities purchased hereunder and must shall consult with his, her or its own legal advisors with respect to such compliance; the Purchaser acknowledges that the Securities may only be held indefinitely unless (a) they are subsequently registered resold pursuant to Regulation S under the Securities Act, pursuant to registration under the Securities Act, or pursuant to another available exemption from registration; and that each Company is obligated by this Agreement to refuse to register any transfers not made in accordance with the foregoing. (be) If required by applicable securities laws, the Purchaser will execute, deliver, file and otherwise assist each Company in filing such reports, undertakings and other documents with respect to the issuance of the Securities as may be required. (f) The Purchaser is purchasing the Securities as principal for its own account and not as a nominee or agent. (g) The Purchaser is an accredited investor within the meaning of Regulation D under the Securities Act. (h) The Purchaser understands that the Securities are being offered and sold pursuant to an exemption from such registration contained in the Securities Act based in part upon the Purchaser's representations contained in this Agreement, including, without limitation, that the Purchaser is available. The STI Shareholder further acknowledges that FSG does not have an obligation to currently register such securities for "accredited investor" within the account meaning of STI ShareholderRegulation D under the Securities Act. (ivi) The STI Shareholder acknowledges Purchaser confirms that it has been afforded received or has had full access to all material the information which it considers necessary or appropriate to make an informed investment decision with respect to the Note and the Warrants to be purchased by it under this Agreement and the Warrant Shares acquired by it upon the exercise of the Warrants. The Purchaser further confirms that it has requested relevant to its decision to acquire the FSG Shares and had an opportunity to ask questions of FSG’s and receive answers from each Company regarding such Company's and its Subsidiaries' business, management and thatfinancial affairs and the terms and conditions of the Offering, except as set forth hereinthe Note, neither FSG nor anyone acting on behalf of FSG has made any representations or warranties the Warrants and the Securities and to obtain additional information (to the STI Shareholder extent such Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the Purchaser or to which have induced, persuaded, or stimulated the STI Shareholder to acquire such FSG SharesPurchaser had access. (vj) The STI Shareholder is an “accredited investor” as defined in Rule 501(a) Purchaser understands that the Securities have not been and will not be registered under the Securities Act or any applicable state securities laws and that the sale contemplated hereby is being made in reliance on an exemption from registration therefrom. (k) The Purchaser acknowledges that the Purchaser has not purchased the knowledge and Securities as a result of any general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, television or other forms of telecommunication, including electronic display (such as the Internet), or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (l) The Purchaser has substantial experience in financial evaluating and business matters investing in private placement transactions of securities in companies similar to be each Company so that it is capable of evaluating the merits and risks of the prospective its investment in each Company and has the FSG Shares, and the STI Shareholder is and will be able capacity to protect its own interests. The Purchaser must bear the economic risk of this investment until the Securities are sold. (m) By reason of its, or of its management's business and financial experience, the Purchaser has the capacity to evaluate the merits and risks of its investment in such FSG Sharesthe Note, the Warrants and the Securities and to protect its own interests in connection with the transactions contemplated in this Agreement and the Related Agreements. (n) The Purchaser has not entered into any agreement which would entitle any person to a claim against any Company for a brokerage commission, finder's fee or any like payment in respect of the issuance of the Securities. (o) The Purchaser is not a "U.S. person" as that term is defined in Rule 902 of Regulation S under the Securities Act, nor is the Purchaser acquiring the Securities for the account or benefit of any U.S. person, and at the time of the purchase of the Securities, the Purchaser is outside of the United States.

Investment Representations and Covenants. (ia) The STI Shareholder represents that it Seller is acquiring the FSG Shares Acquiror Securities for investment for its own account and for investment only and not with a view to distribution or resale thereof within thereof, and it will not sell or otherwise transfer the meaning of such phrase as defined under the Acquiror Securities Act. The STI Shareholder shall not dispose of any part or all of such FSG Shares except in violation of accordance with the provisions of the Securities Act and the rules and regulations promulgated 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 Acquiror 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 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. (iib) The Seller understands that acquisition of the Acquiror 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 it has carefully considered the potential risks relating to an investment in the Acquiror Securities. (c) Seller is able to bear the economic risk of losing its entire investment in the Acquiror Securities. (d) Seller understands and acknowledges that the Acquiror Securities have not been registered under the Securities Act, 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 shares of FSG Shares Acquiror Securities shall bear a legend in substantially the form set forth in Section 2.02 2.07 hereof. (iiie) The STI Shareholder acknowledges being informed Seller has made an independent examination and investigation of an investment in the Acquiror Securities 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 anyway whatsoever for Seller’s decision to invest in the FSG Shares shall be unregistered, shall be “restricted securities” as defined in paragraph (a) of Rule 144 under the Acquiror Securities Act, and must be held indefinitely unless (a) they are subsequently registered under the Securities Act, or (b) an exemption from such registration is availableParent. The STI Shareholder further acknowledges that FSG does not have an obligation to currently register such securities for the account of STI Shareholder. (iv) The STI Shareholder acknowledges that it Seller has been afforded access to all material information which (including, without limitation, Parent’s Form 10-K for the fiscal year ended December 31, 2012 filed with the Commission on March 21, 2013 and all other reports, schedules, forms, statements and other documents filed by Parent with the Commission) that it has requested relevant to its decision to acquire the FSG Shares Acquiror Securities and to ask questions of FSGParent’s management and management. Seller further acknowledges that, except as set forth herein, neither FSG Parent nor Buyer nor anyone acting on behalf of FSG Parent or Buyer has made any representations or warranties (written or oral) to the STI Shareholder Seller or any Controlling Owner (or any person acting on their behalf) which have induced, persuaded, or stimulated the STI Shareholder it to acquire such FSG Shares. the Acquiror Securities, including (vwithout limitation) The STI Shareholder is an “accredited investor” as defined in Rule 501(a) under to the Securities Act and has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks future price or value of the prospective investment in the FSG Shares, and the STI Shareholder is and will be able to bear the economic risk of the investment in such FSG SharesAcquiror Securities.

Investment Representations and Covenants. (i) The STI Such Joy Power Shareholder represents that it he or she is acquiring the FSG Shares shares of Common Stock to be issued pursuant to Section 1.02(a) hereof for its his or her own account and for investment only and not with a view to distribution or resale thereof within the meaning of such phrase as defined under the Securities Act. The STI Such Joy Power Shareholder shall not dispose of any part or all of such FSG Shares shares of Golden Health Common Stock in violation of the provisions of the Securities Act and the rules and regulations promulgated under the Securities Act by the Securities and Exchange Commission SEC and all applicable provisions of state State securities laws and regulations. (ii) The certificate or certificates representing the shares of FSG Golden Health Shares shall bear a legend in substantially the form set forth in Section 2.02 1.02(c) hereof. (iii) The STI Such Joy Power Shareholder acknowledges being informed that the FSG Shares shares of Golden Health Common Stock to be issued pursuant to Section 1.02(a) hereof shall be unregistered, shall be “restricted securities” as defined in paragraph (a) of Rule 144 under the Securities Act, and must be held indefinitely unless they (a) they are subsequently registered under the Securities Act, or (b) an exemption from such registration is available. The STI Shareholder further acknowledges that FSG does , and (c) Golden Health will not have an obligation to currently register such securities for the account of STI ShareholderJoy Power Shareholders. (iv) The STI Such Joy Power Shareholder acknowledges that it he or she has been afforded access to all material information which it has they have requested relevant to its such Joy Power Shareholder’s decision to acquire the FSG Shares shares of Golden Health Common Stock and to ask questions of FSGGolden Health’s management and that, except as set forth herein, neither FSG Golden Health nor anyone acting on behalf of FSG Golden Health has made any representations or warranties to the STI such Joy Power Shareholder which have induced, persuaded, or stimulated the STI such Joy Power Shareholder to acquire such FSG Sharesshares of Golden Health Common Stock. (v) The STI Either alone, or together with their investment advisor(s), such Joy Power Shareholder is an “accredited investor” as defined in Rule 501(a) under the Securities Act and has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment in the FSG Sharesshares of Golden Health Common Stock, and the STI such Joy Power Shareholder is and will be able to bear the economic risk of the investment in such FSG Sharesshares of Golden Health Common Stock.

Investment Representations and Covenants. (iEach Stockholder represents, warrants and covenants as follows: a. Such Stockholder understands that the Vision Twenty-One Common Stock will not be registered under the Securities Act or any state securities laws on the grounds that the issuance of the Vision Twenty-One Common Stock is exempt from registration pursuant to Section 4(2) The STI Shareholder of the Securities Act and applicable state securities laws, and that the reliance of Vision Twenty-One on such exemptions is predicated in part on the Stockholder's representations, warranties, covenants and acknowledgments set forth in this Section. b. Such Stockholder represents and warrants that it he is acquiring the FSG Shares for its own account and for investment only and not with a view to distribution an "accredited investor" or resale thereof within the meaning of such phrase "sophisticated investor" as defined under the Securities Act. The STI Shareholder shall not dispose Act 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 any part or all of such FSG Shares in violation a professional advisor. c. Such Stockholder represents and warrants that the Vision Twenty-One Common Stock to be acquired by the Stockholder upon consummation of the provisions transactions described in this Agreement will be acquired by 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 promulgated thereunder, and that the Stockholder will not distribute any of the 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 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 (i) acknowledges that the Vision Twenty-One Common Stock issued to it at the Closing must be held indefinitely by it unless subsequently registered under the Securities Act by the Securities and Exchange Commission and all applicable provisions of state securities laws and regulations. or an exemption from registration is available, (ii) The certificate or certificates representing the shares is aware that any routine sales of FSG Shares shall bear a legend in substantially the form set forth in Section 2.02 hereof. (iii) The STI Shareholder acknowledges being informed that the FSG Shares shall be unregistered, shall be “restricted securities” as defined in paragraph (a) of Vision Twenty-One Common Stock made pursuant to Rule 144 under the Securities ActAct 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 is not applicable, compliance with some other registration exemption will be required, and must (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 held indefinitely unless (a) they are subsequently registered under acquired by the Securities Act, or (b) an exemption from such registration is available. The STI Shareholder further acknowledges that FSG does not have an obligation to currently register such securities for Stockholder upon consummation of the account of STI Shareholdertransactions described in this Agreement. (iv) The STI Shareholder acknowledges e. Such Stockholder represents and warrants to Vision Twenty-One that it Stockholder, either alone or together with the assistance of Stockholder's own professional advisor, has been afforded access to all material information which it has requested relevant to its decision to acquire the FSG Shares and to ask questions of FSG’s management and that, except as set forth herein, neither FSG nor anyone acting on behalf of FSG has made any representations or warranties to the STI Shareholder which have induced, persuaded, or stimulated the STI Shareholder to acquire such FSG Shares. (v) The STI Shareholder is an “accredited investor” as defined in Rule 501(a) under the Securities Act and has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment in the FSG Shares, and the STI Shareholder is and will be able to bear the economic risk of the investment in such FSG Shares.that Stockholder is

Investment Representations and Covenants. (ia) The STI Shareholder represents that it Seller is acquiring the FSG Parent Shares for investment for its own account and for investment only and not with a view to distribution or resale thereof within thereof, and it will not sell or otherwise transfer the meaning of such phrase as defined under the Securities Act. The STI Shareholder shall not dispose of any part or all of such FSG Parent Shares except in violation of accordance with the provisions of the Securities Act and the rules and regulations promulgated 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. (iib) The 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 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 Parent Shares. (d) Seller understands and acknowledges that the Parent Shares have not been registered under the Securities Act, 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 shares of FSG Parent Shares shall bear a legend in substantially the form set forth in Section 2.02 2.07 hereof. (iiie) The STI Shareholder acknowledges being informed Seller has made an independent examination and investigation of an investment in the 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 anyway whatsoever for Seller’s decision to invest in the FSG Parent Shares shall be unregistered, shall be “restricted securities” as defined in paragraph (a) of Rule 144 under the Securities Act, and must be held indefinitely unless (a) they are subsequently registered under the Securities Act, or (b) an exemption from such registration is availableParent. The STI Shareholder further acknowledges that FSG does not have an obligation to currently register such securities for the account of STI Shareholder. (iv) The STI Shareholder acknowledges that it Seller has been afforded access to all material information which (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 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 it has requested relevant to its decision to acquire the FSG Parent Shares and to ask questions of FSGParent’s management and management. Seller further acknowledges that, except as set forth herein, neither FSG Parent nor Buyer nor anyone acting on behalf of FSG Parent or Buyer has made any representations or warranties (written or oral) to Seller or the STI Shareholder Controlling Shareholders (or any person acting on their behalf) which have induced, persuaded, or stimulated the STI Shareholder it to acquire such FSG the Parent Shares. , including (vwithout limitation) The STI Shareholder as to the future price or value of the Parent Shares. (e) Seller is an “accredited investor” as defined in within the meaning of Rule 501(a) 501 under the Securities Act and Act. Either alone, or together with its investment advisor(s), Seller has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment in the FSG Parent Shares, and the STI Shareholder Seller is and will be able to bear the economic risk of the investment in such FSG Parent Shares. (f) Seller: (i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Seller is resident (the "International Jurisdiction") which would apply to the acquisition of the Parent Shares, (ii) is acquiring the Parent Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Seller is permitted to acquire the Parent Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions, (iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require Parent or Buyer to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Parent Shares, and (iv) represents and warrants that the acquisition of the Parent Shares by Seller does not trigger: (A) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or (B) any continuous disclosure reporting obligation of Parent in the International Jurisdiction. (g) Seller understands and agrees not to engage in any hedging transactions involving any of the Parent Shares unless such transactions are in compliance with the provisions of the Securities Act and in each case only in accordance with applicable state securities laws.