Investment Representations of the Purchasers. The shares of Preferred Stock being purchased by the Purchaser hereunder are being acquired for its own account as principal and not directly or indirectly for or on behalf of any other party and for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Securities Act. The Purchaser (A) has been furnished with or has had full access to all of the information that it considers necessary or appropriate to make an informed investment decision with respect to the shares of Preferred Stock and (B) can bear the economic risk of such investment in the Preferred Stock, has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Preferred Stock and to protect its own interests in connection with such investment. The Purchaser has no need for liquidity in its investment in the shares of Preferred Stock and is able to bear the economic risk of its investment in the shares of Preferred Stock and the complete loss of all of such investment. The Purchaser understands that the transferability of the shares of Preferred Stock is restricted, and that such restrictions will be reflected in an appropriate legend on the instruments representing the shares of Preferred Stock. The Purchaser recognizes that an investment in the Company involves certain risks and has taken full cognizance of, and understands all of, the risks related to the purchase of the shares of Preferred Stock. The Purchaser further acknowledges and understands that no federal or state agency has made any recommendation or endorsement of the Preferred Stock or any finding or determination as to the fairness of the investment therein.
Investment Representations of the Purchasers. The Purchaser represents and warrants to the Company as follows:
(a) Purchaser is purchasing the Shares for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any rule or regulation under the Securities Act.
(b) Purchaser has had such opportunity as it has deemed adequate to obtain from representatives of the Company such information as is necessary to permit it to evaluate the merits and risks of the investment in the Company.
(c) Purchaser has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.
(d) Purchaser can afford a complete loss of the value of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period.
(e) Purchaser understands that (i) the Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act, (ii) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (iii) in any event, the exemption from registration under Rule 144 or otherwise may not be available for at least two years and even then will not be available unless a public market then exists for the Shares or adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register the Shares under the Securities Act.
(f) A legend substantially in the following form will be placed on the certificate representing the Shares: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred or otherwise disposed of in the absence of an effective registration statement under such Act or an opinion of counsel satisfactory to the corporation to the effect that such registration is not required."
(g) Purchaser understand and agrees that stop-transfer instructions will be placed with the tr...
Investment Representations of the Purchasers. Purchaser understands that the Series A Preferred (and the Common Stock issuable upon conversion of the Series A Preferred) have not been registered under the Securities Act and are being offered and sold pursuant to an exemption from registration contained in the Act based upon the representations of each Purchaser contained herein. Purchaser knows of no public solicitation or advertisement of an offer in connection with the proposed issuance and sale of the Series A Preferred. Purchaser is acquiring the Series A Preferred to be issued and sold hereunder (and the Common Stock issuable upon conversion of the Series A Preferred) for Purchaser's own account for investment and not as a nominee and not with a view to the distribution thereof. Purchaser understands that Purchaser must bear the economic risk of this investment indefinitely unless the Series A Preferred or such Common Stock are registered pursuant to the Act, or an exemption from such registration is available, and that the Company has no present intention of registering the Series A Preferred or such Common Stock. Purchaser further understands that there is no assurance that any exemption from the Act will be available or, if available, that such exemption will allow Purchaser to dispose of or otherwise transfer any or all of the Series A Preferred or such Common Stock under the circumstances, in the amounts or at the times Purchaser might propose. By reason of Purchaser's business or financial experience, or that of Purchaser's professional advisor, Purchaser has the capacity to protect his own interests in connection with the purchase of the Series A Preferred hereunder and has the ability to bear the economic risk (including the risk of total loss) of Purchaser's investment; provided, however, such capacity and/or ability in Purchaser acknowledges that Purchaser is aware of Rule 144 promulgated under the Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. Purchaser understands that under Rule 144, except as otherwise provided by section (k) of that Rule, the conditions include, among other things: the availability of certain current public information about the issuer, the resale occurring not less than one year after the party has purchased and paid for the securities to be sold and limitations on the amount of securities to be sold and the manner of sale. Purchaser understands that the current informat...
Investment Representations of the Purchasers. The Purchasers hereby -------------------------------------------- represent and warrant to the Company that the Purchasers are acquiring the Notes and the Warrants for their own account for investment and not with a view toward the distribution thereof. The Purchasers understand that neither of the Notes, the Warrants or the Shares have been registered under the Securities Act of 1933, as amended (the "Act"), and that they are being offered and sold pursuant to an exemption from registration contained in the Act based in part upon the representations of the Purchasers contained herein.
