Common use of Investor Representation Clause in Contracts

Investor Representation. Holdings is an institutional "accredited ----------------------- investor," as that term is defined in one of Sections (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, which forms a part of Regulation D thereunder, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risk of an investment in the OmniSky Consideration Shares and the Warrant. Holdings will acquire the OmniSky Consideration Shares and the Warrant solely for its own account for investment purposes only and not with a view to, or for, the resale, distribution, subdivision or fractionalization thereof, or for the account, in whole or in part, of others, in violation of any securities laws.

Investor Representation. Holdings The Holder is an institutional "accredited ----------------------- investor," as that term is defined in one of Sections (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, which forms a part of Regulation D thereunder, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risk of an investment in the OmniSky Consideration Shares Warrant and the WarrantWarrant Shares. Holdings will acquire the OmniSky Consideration Shares and Warrant and, upon exercise, the Warrant Shares solely for its own account for investment purposes only and not with a view to, or for, the resale, distribution, subdivision or fractionalization thereof, or for the account, in whole or in part, of others, in violation of any securities laws.

Investor Representation. Holdings The Holder is an institutional "accredited ----------------------- investor," as that term is defined in one of Sections (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, which forms a part of Regulation D thereunder, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risk of an investment in the OmniSky Consideration Shares Warrant and the WarrantWarrant Shares. Holdings will acquire the OmniSky Consideration Shares and Warrant and, upon exercise, the Warrant Shares solely for its own account for investment purposes only and not with a view to, or for, the resale, distribution, subdivision or fractionalization thereof, or for the account, in whole or in part, of others, in violation of any securities laws.

Investor Representation. Holdings is an institutional "accredited ----------------------- investor," as that term is defined in one of Sections (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, which forms a part of Regulation D thereunder, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risk of an investment in the OmniSky Consideration Shares and the Warrant. Holdings will acquire the OmniSky Consideration Shares and the Warrant solely for its own account for investment purposes only and not with a view to, or for, the resale, distribution, subdivision or fractionalization thereof, or for the account, in whole or in part, of others, in violation of any securities laws.