Common use of Investment Representations of the Purchaser Clause in Contracts

Investment Representations of the Purchaser. The Purchaser hereby represents and warrants to the Seller as follows: 2.1 The Purchaser is duly incorporated, validly existing and in good standing under the laws of Delaware, and has full legal right, power and authority to enter into, execute, deliver and perform this Agreement and the Warrant, and to consummate the transactions contemplated hereby and thereby. The Purchaser has taken all corporate action necessary for the execution and delivery of this Agreement and the Warrant, and the consummation of the transactions contemplated hereby and thereby. Each of this Agreement and the Warrant has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Purchaser and is enforceable with respect to the Purchaser in accordance with its terms, except (a) as enforcement may be limited by bankruptcy, insolvency, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies and (b) to the extent the indemnification provisions contained herein may be limited by applicable federal or state securities laws. 2.2 The Purchaser Common Stock that is being issued to the Seller hereunder and the Warrant Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable. 2.3 The execution and delivery by the Purchaser of this Agreement and the Warrant, and the consummation of the transactions contemplated hereby and thereby, do not and shall not with or without the giving of notice or the passage of time, violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease or instrument to which the Purchaser is a party or by which the Purchaser or any of its assets is bound or any judgment, order, decree, law, rule or regulation to which the Purchaser or any of its assets is subject. 2.4 If, within one hundred twenty (120) days from the date hereof, the Purchaser purchases or commits to purchase shares of common stock, convertible preferred stock, warrants to purchase shares of common stock or convertible indebtedness of NetSat from a third party on terms materially more favorable to such third party than the terms provided herein to the Seller, the Purchaser shall provide notice of such transaction to the Seller within fifteen (15) days of the close of such transaction. Within a reasonable period of time of the provision of such notice, the Purchaser shall take such action as shall be necessary to put the Seller in the same economic position the Seller would have been in had the Seller sold the Shares under the same terms as the aforementioned third party, giving effect to any difference in the aggregate number of shares of NetSat sold by the Seller and such third party. 2.5 As of their respective filing dates, the Company's annual report on Form 10-K for its fiscal year ended June 30, 2000, its quarterly reports on Form 10-Q for its fiscal quarters ended September 30, 2000 and December 31, 2000 and its proxy statement to stockholders as filed with the Securities and Exchange Commission (the "SEC") on October 13, 2000 did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Investment Representations of the Purchaser. The Purchaser hereby represents and warrants to the Seller as follows: 2.1 The Purchaser is duly incorporated, validly existing and in good standing under the laws of Delaware, and has full legal right, power and authority to enter into, execute, deliver and perform this Agreement and the Warrant, and to consummate the transactions contemplated hereby and thereby. The Purchaser has taken all corporate action necessary for the execution and delivery of this Agreement and the Warrant, and the consummation of the transactions contemplated hereby and thereby. Each of this Agreement and the Warrant has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Purchaser and is enforceable with respect to the Purchaser in accordance with its terms, except (a) as enforcement may be limited by bankruptcy, insolvency, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies and (b) to the extent the indemnification provisions contained herein may be limited by applicable federal or state securities laws. 2.2 The Purchaser Common Stock that is being issued to the Seller hereunder and the Warrant Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable. 2.3 The execution and delivery by the Purchaser of this Agreement and the Warrant, and the consummation of the transactions contemplated hereby and thereby, do not and shall not with or without the giving of notice or the passage of time, violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease or instrument to which the Purchaser is a party or by which the Purchaser or any of its assets is bound or any judgment, order, decree, law, rule or regulation to which the Purchaser or any of its assets is subject. 2.4 If, within one hundred twenty (120) days from the date hereof, the Purchaser purchases or commits to purchase shares of common stock, convertible preferred stock, warrants to purchase shares of common stock or convertible indebtedness preferred stock of NetSat from a third party on terms materially more favorable to such third party than the terms provided herein to the Seller, the Purchaser shall provide notice of such transaction to the Seller within fifteen (15) days of the close of such transaction. Within a reasonable period of time of the provision of such notice, the Purchaser shall take such action as shall be necessary to put the Seller in the same economic position the Seller would have been in had the Seller sold the Shares under the same terms as the aforementioned third party, giving effect to any difference in the aggregate number of shares of NetSat sold by the Seller and such third party. 2.5 As of their respective filing dates, the Company's annual report on Form 10-K for its fiscal year ended June 30, 2000, its quarterly reports on Form 10-Q for its fiscal quarters ended September 30, 2000 and December 31, 2000 and its proxy statement to stockholders as filed with the Securities and Exchange Commission (the "SEC") on October 13, 2000 did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Investment Representations of the Purchaser. The Purchaser hereby represents and warrants to the Seller Sellers as follows: 2.1 The Purchaser is duly incorporated, validly existing and in good standing under the laws of Delaware, and has full legal right, power and authority to enter into, execute, deliver and perform this Agreement and the Warrant, and to consummate the transactions contemplated hereby and thereby. The Purchaser has taken all corporate action necessary for the execution and delivery of this Agreement and the Warrant, and the consummation of the transactions contemplated hereby and thereby. Each of this Agreement and the Warrant has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Purchaser and is enforceable with respect to the Purchaser in accordance with its terms, except (a) as enforcement may be limited by bankruptcy, insolvency, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies and (b) to the extent the indemnification provisions contained herein may be limited by applicable federal or state securities laws. 2.2 The Purchaser Common Stock that is being issued to the Seller Sellers hereunder and the Warrant Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable. 2.3 The execution and delivery by the Purchaser of this Agreement and the Warrant, and the consummation of the transactions contemplated hereby and thereby, do not and shall not with or without the giving of notice or the passage of time, violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease or instrument to which the Purchaser is a party or by which the Purchaser or any of its assets is bound or any judgment, order, decree, law, rule or regulation to which the Purchaser or any of its assets is subject. 2.4 If, within one hundred twenty (120) days from the date hereof, the Purchaser purchases or commits to purchase shares of common stock, convertible preferred stock, warrants to purchase shares of common stock or convertible indebtedness of NetSat from a third party on terms materially more favorable to such third party than the terms provided herein to the SellerSellers, the Purchaser shall provide notice of such transaction to the each Seller within fifteen (15) days of the close of such transaction. Within a reasonable period of time of the provision of such notice, the Purchaser shall take such action as shall be necessary to put the each Seller in the same economic position the such Seller would have been in had the such Seller sold the Shares under the same terms as the aforementioned third party, giving effect to any difference in the aggregate number of shares of NetSat sold by the such Seller and such third party. 2.5 As of their respective filing dates, the Company's annual report on Form 10-K for its fiscal year ended June 30, 2000, its quarterly reports on Form 10-Q for its fiscal quarters ended September 30, 2000 and 2000, December 31, 2000 and March 31, 2001 and its proxy statement to stockholders as filed with the Securities and Exchange Commission (the "SEC") on October 13, 2000 did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Investment Representations of the Purchaser. The Purchaser hereby represents and warrants to the Seller as follows: 2.1 The Purchaser is duly incorporated, validly existing and in good standing under the laws of Delaware, and has full legal right, power and authority to enter into, execute, deliver and perform this Agreement and the Warrant, and to consummate the transactions contemplated hereby and thereby. The Purchaser has taken all corporate action necessary for the execution and delivery of this Agreement and the Warrant, and the consummation of the transactions contemplated hereby and thereby. Each of this Agreement and the Warrant has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Purchaser and is enforceable with respect to the Purchaser in accordance with its terms, except (a) as enforcement may be limited by bankruptcy, insolvency, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies and (b) to the extent the indemnification provisions contained herein may be limited by applicable federal or state securities laws. 2.2 The Purchaser Common Stock that is being issued to the Seller hereunder and the Warrant Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable. 2.3 The execution and delivery by the Purchaser of this Agreement and the Warrant, and the consummation of the transactions contemplated hereby and thereby, do not and shall not with or without the giving of notice or the passage of time, violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease or instrument to which the Purchaser is a party or by which the Purchaser or any of its assets is bound or any judgment, order, decree, law, rule or regulation to which the Purchaser or any of its assets is subject. 2.4 If, within one hundred twenty (120) days from the date hereof, the Purchaser Purchaser, or any affiliate thereof, purchases or commits to purchase shares of common stock, convertible preferred stock, warrants to purchase shares of common stock or convertible indebtedness preferred stock of NetSat from a third party on terms materially more favorable to such third party than the terms provided herein to the Seller, the Purchaser shall provide notice of such transaction to the Seller within fifteen (15) days of the close of such transaction. Within a reasonable period of time of the provision of such notice, the Purchaser shall take such action as shall be necessary to put the Seller in the same economic position the Seller would have been in had the Seller sold the Shares under the same terms as the aforementioned third party, giving effect to any difference in the aggregate number of shares of NetSat sold by the Seller and such third party. 2.5 As of their respective filing dates, the Company's annual report on Form 10-K for its fiscal year ended June 30, 2000, its quarterly reports on Form 10-Q for its fiscal quarters ended September 30, 2000 and December 31, 2000 and its proxy statement to stockholders as filed with the Securities and Exchange Commission (the "SEC") on October 13, 2000 did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.