Common use of Investor Awareness Clause in Contracts

Investor Awareness. The undersigned acknowledges that: (a) No federal or state agency has passed upon the Shares or the Warrants or made any finding or determination as to the fairness of this investment; (b) There is no established market for the Shares or the Warrants and no assurance has been given that any public market for them will develop; (c) Neither the Shares nor the Warrants may be sold, pledged or otherwise transferred, except as may be permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; and accordingly, the undersigned may be required to bear the financial risks of an investment in the Shares and the Warrants for an indefinite period of time; (d) The undersigned consents to (i) the placing of a legend substantially in the form set forth below on the certificates representing the Shares (or upon any certificates representing shares of Common Stock issued upon exercise of the Warrants) stating that the securities have not been registered and setting forth the restriction on transfer contemplated hereby, and (ii) the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares. “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. These shares have been acquired for investment and not with a view to distribution or resale and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such sales under the Securities Act of 1933, or an opinion of counsel for the corporation that registration is not required under such Act. The shares represented by this certificate are also subject to the provisions of a certain Investor Rights Agreement dated July 25, 2003 and may not be transferred except in accordance with the provisions of that agreement.”

Investor Awareness. The undersigned acknowledges that: (a) No federal or state agency has passed upon the Shares or the Warrants Securities or made any finding or determination as to the fairness of this investment; (b) There is no established market for the Shares or the Warrants Securities of and no assurance has been given that any public market for them will develop; (c) Neither the Shares nor the Warrants The Securities may not be sold, pledged or otherwise transferred, except as may be permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; and accordingly, the undersigned may be required to bear the financial risks of an investment in the Shares and the Warrants Securities for an indefinite period of time; (d) The undersigned consents to (i) the placing of a legend substantially in the form set forth below on the certificates representing the Underlying Shares (or upon any certificates representing shares of Common Stock issued upon exercise of the Warrants) stating that the securities Underlying Shares have not been registered and setting forth the restriction on transfer contemplated hereby, and (ii) the placing of a stop transfer order on the books of the Company and with any transfer agents against respect to the SharesSecurities. “"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. These shares have been acquired for investment and not with a view to distribution or resale and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such sales under the Securities Act of 1933, or an opinion of counsel for the corporation that registration is not required under such Act. The shares represented by this certificate are also subject to the provisions of a certain Investor Rights Agreement dated July 25, 2003 2008 and may not be transferred except in accordance with the provisions of that agreement.”"

Investor Awareness. The undersigned acknowledges that: (a) No federal or state agency has passed upon the Shares or the Warrants Securities or made any finding or determination as to the fairness of this investment; (b) There is no established market for the Shares or the Warrants Securities of and no assurance has been given that any public market for them will develop; (c) Neither the Shares nor the Warrants The Securities may not be sold, pledged or otherwise transferred, except as may be permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; and accordingly, the undersigned may be required to bear the financial risks of an investment in the Shares and the Warrants Securities for an indefinite period of time; (d) The undersigned consents to (i) the placing of a legend substantially in the form set forth below on the certificates representing the Underlying Shares (or upon any certificates representing shares of Common Stock issued upon exercise of the Warrants) stating that the securities Underlying Shares have not been registered and setting forth the restriction on transfer contemplated hereby, and (ii) the placing of a stop transfer order on the books of the Company and with any transfer agents against respect to the SharesSecurities. “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. These shares have been acquired for investment and not with a view to distribution or resale and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such sales under the Securities Act of 1933, or an opinion of counsel for the corporation that registration is not required under such Act. The shares represented by this certificate are also subject to the provisions of a certain Investor Rights Agreement dated July 25________, 2003 2006 and may not be transferred except in accordance with the provisions of that agreement.”

Investor Awareness. The undersigned acknowledges Such Investor represents that it has been advised by the Company and is aware that: (a) An investment in the Series A Shares and/or Warrants involves a high degree of risk, and such Investor may lose the entire amount of its investment; (b) The Company has not given any assurances with respect to the tax consequences under current laws relating to (i) the acquisition, ownership and disposition of the Series A Shares and Warrants or (ii) the conduct of the business of the Company as described in the Memorandum. Such Investor has consulted with its own tax advisor regarding tax consequences; (c) The Company has no current plans to pay dividends on the Series A Shares; (d) No federal federal, state or state foreign agency has passed upon the Shares accuracy, validity or completeness of the Warrants documentation provided to the Investors in connection with the transactions contemplated by this Agreement, including this Agreement and any other Transaction Documents, or made any finding or determination as to the fairness of this investment; (b) There is no established market for the Shares or the Warrants and no assurance has been given that any public market for them will develop; (c) Neither the Shares nor the Warrants may be sold, pledged or otherwise transferred, except as may be permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; and accordingly, the undersigned may be required to bear the financial risks of an investment in the Series A Shares and the Warrants for an indefinite period of timeand/or Warrants; (de) The undersigned consents to (i) Stockholders Agreement contains substantial restrictions on the placing transferability of a legend substantially the Series A Shares and provides that, in the form set forth below on the certificates representing the Shares (or upon any certificates representing shares of Common Stock issued upon exercise of the Warrants) stating event that the securities conditions relating to the transfer of any Series A Shares in such documents have not been registered and setting forth satisfied, the restriction on holder shall not transfer contemplated herebyany such Series A Shares, and (ii) unless otherwise specified the placing Company will not recognize the transfer of a stop any such Series A Shares on its books and records or issue any stock certificates representing any such Series A Shares; unless otherwise specified any purported transfer order on not in accordance with the books terms of the Company Stockholders Agreement shall be void; (f) The Series A Shares and with any transfer agents against the Shares. “The shares represented by this certificate Warrants have not been registered under the Securities Act of 1933or under applicable state or foreign securities laws, and, except as amended. These shares have been acquired provided in the Stockholders Agreement, the Company is under no obligation to, and currently does not intend to, register or qualify the Series A Shares and Warrants for investment and not resale by such Investor or assist such Investor in complying with a view to distribution or resale and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such sales any exemption under the Securities Act of 1933or applicable state or foreign securities laws. As a result, or an opinion of counsel for the corporation that registration is not required under such Act. The shares represented by this certificate are also subject to the provisions of a certain Investor Rights Agreement dated July 25, 2003 and may not transfer the Series A Shares and/or Warrants except through a valid and effective registration statement or pursuant to a valid exemption from the registration requirements under the Securities Act and applicable state or foreign securities laws (a restrictive legend in substantially the form set forth in Section 9.1 shall be transferred except placed on the certificates representing the Series A Shares) in accordance a transfer which complies with the provisions procedures set forth in the Stockholders Agreement, and therefore such Investor must be prepared to bear the economic risk of that agreementan investment in the Series A Shares and/or Warrants for an indefinite period of time; and (g) The Company will not be registered as an investment company under the Investment Company Act.”

Investor Awareness. The undersigned acknowledges that: (a) No federal or state agency has passed upon the Shares or the Warrants Securities or made any finding or determination as to the fairness of this investment; (b) There is no established market for the Shares or the Warrants Securities of and no assurance has been given that any public market for them will develop; (c) Neither the Shares nor the Warrants The Securities may not be sold, pledged or otherwise transferred, except as may be permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; and accordingly, the undersigned may be required to bear the financial risks of an investment in the Shares and the Warrants Securities for an indefinite period of time; (d) The undersigned consents to (i) the placing of a legend substantially in the form set forth below on the certificates representing the Underlying Shares (or upon any certificates representing shares of Common Stock issued upon exercise of the Warrants) stating that the securities Underlying Shares have not been registered and setting forth the restriction on transfer contemplated hereby, and (ii) the placing of a stop transfer order on the books of the Company and with any transfer agents against respect to the SharesSecurities. “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. These shares have been acquired for investment and not with a view to distribution or resale and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such sales under the Securities Act of 1933, or an opinion of counsel for the corporation that registration is not required under such Act. The shares represented by this certificate are also subject to the provisions of a certain Investor Rights Agreement dated July 25___________, 2003 2008 and may not be transferred except in accordance with the provisions of that agreement.”