Common use of Purchase for Investment, Etc Clause in Contracts

Purchase for Investment, Etc. Each Owner represents and warrants the ----------------------------- following to Premiere: (a) such Owner has accurately completed the Investor Questionnaire required by Premiere prior to or contemporaneous with the execution of the Transfer Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Owner is acquiring Premiere Stock for such Owner's own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Securities Act; (c) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in Premiere Stock, (ii) has the ability to bear the economic risk of acquiring Premiere Stock for an indefinite period and to afford a complete loss thereof and (iii) has had an opportunity to ask questions of and to receive answers from the officers of Premiere and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; and (d) such Owner (i) acknowledges that Premiere Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and (iii) acknowledges that the certificate(s) representing Premiere Stock shall bear the following legend with respect to the restrictions on transfer under applicable securities laws: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available."

Purchase for Investment, Etc. Each Owner Owner, represents and warrants the ----------------------------- following to Premiere: (a) such Owner has accurately completed the Investor Questionnaire required by Premiere prior to or contemporaneous with the execution of the Transfer Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Owner is acquiring Premiere Stock for such Owner's own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Securities Act; (c) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in Premiere Stock, (ii) has the ability to bear the economic risk of acquiring Premiere Stock for an indefinite period and to afford a complete loss thereof and (iii) has had an opportunity to ask questions of and to receive answers from the officers of Premiere and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; and (d) such Owner (i) acknowledges that Premiere Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and (iii) acknowledges that the certificate(s) representing Premiere Stock shall bear the following legend with respect to the restrictions on transfer under applicable securities laws: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available."

Purchase for Investment, Etc. Each Owner Owner, represents and warrants the ----------------------------- following to Premiere: (a) such Owner has accurately completed the Investor Questionnaire required by Premiere prior to or contemporaneous with the execution of the Transfer Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Owner is acquiring Premiere Stock for such Owner's own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Securities Act; (c) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in Premiere Stock, (ii) has the ability to bear the economic risk of acquiring Premiere Stock for an indefinite period and to afford a complete loss thereof and (iii) has had an opportunity to ask questions of and to receive answers from the officers of Premiere and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; and (d) such Owner (i) acknowledges that Premiere Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and (iii) acknowledges that the certificate(s) representing Premiere Stock shall bear the following legend with respect to the restrictions on transfer under applicable securities laws: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available."

Purchase for Investment, Etc. Each Owner represents and warrants the ----------------------------- following to Premiere: (a) such Owner has accurately completed the Investor Questionnaire required by Premiere prior to or contemporaneous with the execution of the Transfer Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Owner is acquiring Premiere Stock for such Owner's own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Securities Act; (c) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in Premiere Stock, (ii) has the ability to bear the economic risk of acquiring Premiere Stock for an indefinite period and to afford a complete loss thereof and (iii) has had an opportunity to ask questions of and to receive answers from the officers of Premiere and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; and (d) such Owner (i) acknowledges that Premiere Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and (iii) acknowledges that the certificate(s) representing Premiere Stock shall bear the following legend with respect to the restrictions on transfer under applicable securities laws: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available."

Purchase for Investment, Etc. Each Owner represents and warrants the ----------------------------- following to Premiere: (a) such Owner has accurately completed Each Initial Purchaser severally represents that it is purchasing the Investor Questionnaire required by Premiere prior to or contemporaneous with the execution of the Transfer Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Owner is acquiring Premiere Stock Initial Notes for such Owner's its own account or for one or more separate accounts maintained by such Initial Purchaser or for the account of one or more pension or trust funds and not with a view to or for sale in connection with any public the distribution thereof within the meaning of the Securities Act; (c) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable himthereof, her or it to evaluate the merits and risks of an investment in Premiere Stock, (ii) has the ability to bear the economic risk of acquiring Premiere Stock for an indefinite period and to afford a complete loss thereof and (iii) has had an opportunity to ask questions of and to receive answers from the officers of Premiere and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; and (d) such Owner (i) acknowledges that Premiere Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and (iii) acknowledges provided that the certificate(s) representing Premiere Stock disposition of such Initial Purchaser’s or their property shall bear at all times be within such Initial Purchaser’s or their control. Each Initial Purchaser understands that the following legend with respect to the restrictions on transfer under applicable securities laws: "The securities represented hereby Initial Notes have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed resold only if registered pursuant to the provisions of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states Act or unless if an exemption from such registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Initial Notes. Each Initial Purchaser further severally represents that such Initial Purchaser (i) will not sell, transfer or otherwise dispose of the Initial Notes or any interest therein except in a transaction exempt from or not subject to the registration requirements of the Securities Act and (ii) was given the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense." (b) Each Initial Purchaser severally represents that it is both (i) an “accredited investor” within the meaning of Regulation D under the Securities Act and (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. (c) Each Initial Purchaser severally represents that the purchase of Initial Notes by such Initial Purchaser has not been solicited by or through anyone other than the Company or the Placement Agents.

Purchase for Investment, Etc. Each Owner represents and warrants the ----------------------------- following to Premiere: (a) Such Seller is purchasing the shares of Infinity Stock issued to such Owner has accurately completed the Investor Questionnaire required Seller by Premiere prior Buyer pursuant to or contemporaneous with the execution of the Transfer this Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Owner is acquiring Premiere Stock for such OwnerSeller's own account and not directly or indirectly with a view to to, or for sale in connection with with, any public distribution thereof within the meaning of the Securities Act; (c) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in Premiere Stock, (ii) has the ability to bear the economic risk of acquiring Premiere Stock for an indefinite period and to afford a complete loss thereof and (iii) has had an opportunity to ask questions of and to receive answers from the officers of Premiere and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; and (d) such Owner (i) thereof. Such Seller acknowledges that Premiere (I) the Infinity Stock has not been registered under any securities laws and canthe Securities Act, (II) the Infinity Stock may not be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere Stock received by such Owner unless such transfer has been registered or Infinity Stock is exempt from registration under applicable securities laws and (iii) acknowledges that the certificate(s) representing Premiere Stock shall bear the following legend with respect to the restrictions on transfer under applicable securities laws: "The securities represented hereby have not been subsequently registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available, (III) restrictive legends in the form set forth in Section 14.2 hereof shall be placed on the certificates representing the Infinity Stock and (IV) a notation shall be made in the appropriate records of Buyer indicating that the Infinity Stock is subject to restrictions on transfer and appropriate stop-transfer instructions will be issued to Buyer's stock transfer agent with respect to the Infinity Stock. (b) Such Seller is an "Accredited Investor" within the meaning of Regulation D under the Securities Act and such Seller's residence is set forth in SCHEDULE 4.2 hereto. In addition, (I) such Seller has been granted the opportunity to ask questions of, and receive answers from, representatives of Buyer concerning Buyer and the terms and conditions of the purchase of Infinity Stock and to obtain any additional information that such Seller deems necessary, (II) such Seller's knowledge and experience in financial business matters is such that such Seller is capable of evaluating the merits and risk of the investment in Infinity Stock and (III) such Seller has carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained herein.

Purchase for Investment, Etc. Each Owner represents and warrants To the ----------------------------- following extent the shares of RCG Common Stock are distributed by Sellers to Premiere:Owners in accordance with a plan of distribution or liquidation, the Owners represent that (a) such Owner has accurately completed the Investor Questionnaire required by Premiere prior to or contemporaneous with the execution of the Transfer Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Such Owner is acquiring Premiere the RCG Common Stock for such Owner's own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Securities 1933 Act; (cb) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in Premiere the RCG Common Stock, (ii) has the ability to bear the economic risk of acquiring Premiere Stock for an indefinite period the RCG Common Stock, (iii) has received and to afford a complete loss thereof reviewed the RCG Documents identified in Section 4.8 below, and (iiiiv) has had an opportunity to ask questions of and to receive answers from the officers of Premiere RCG and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; and; (dc) such Owner (i) acknowledges that Premiere the RCG Common Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere of the RCG Common Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and (iii) acknowledges that the certificate(s) representing Premiere the RCG Common Stock shall bear the following a prominent legend with respect to the restrictions on transfer under applicable securities laws: "The securities represented hereby have not been registered under ; and (d) such Owner has accurately completed the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered Investor Questionnaire required by RCG contemporaneous with the Securities and Exchange Commission execution of the United States this Agreement and the securities regulatory authorities of applicable states or unless an exemption from such registration is availablestatements therein are true and correct."

Purchase for Investment, Etc. Each Owner represents and warrants the ----------------------------- following to Premiere: (a) such Owner has accurately completed the Investor Questionnaire required by Premiere prior to or contemporaneous with the execution of the Transfer Agreement and Selling Stockholders is purchasing the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Owner is acquiring Premiere Purchaser Stock for such Owner's investment for its own account and not with a view to to, or for sale in connection with any public with, the distribution thereof within the meaning thereof. Each of the Selling Stockholders acknowledges that the Purchaser Stock is not registered under the United States Securities Act of 1933, as amended, any applicable state securities laws or any applicable foreign securities laws, and that the Purchaser Stock may not be transferred or sold except pursuant to the registration provisions of the United States Securities Act of 1933, as amended, or applicable foreign securities laws or pursuant to an applicable exemption therefrom and pursuant to state securities laws as applicable. Except as indicated in Schedule 2.19, each of the Selling Stockholders is an accredited investor as defined in Regulation D under such Securities Act; (c) . Each of the Selling Stockholders has such Owner (i) has sufficient knowledge and experience in financial and business matters as to enable him, her or it to evaluate be capable of evaluating the merits and risks of an investment in Premiere the Purchaser Stock, (iihas received and carefully reviewed the documents filed by the Purchaser under the Securities and Exchange Act of 1934 as referred to in Section 3.4(b) hereof and any other documents that such Selling Stockholder has requested from the ability Purchaser relating to bear this transaction, and has been given the economic risk of acquiring Premiere Stock for an indefinite period and to afford a complete loss thereof and (iii) has had an opportunity to ask questions of of, and to receive answers from from, the officers Purchaser concerning the terms and conditions of Premiere the transaction and to obtain any additional information which the Purchaser can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished by the Purchaser. Each Selling Stockholder also acknowledges and agrees that he or she is relying on his or her own advisors in writing as requestedagreeing to enter into this Agreement and is not relying on the Company, which has been made available to and examined by such Owner or such Owner's advisors; and (d) such Owner (i) acknowledges that Premiere Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere Stock received by such Owner unless such transfer has been registered of its officers, directors, agents or is exempt from registration under applicable securities laws and (iii) acknowledges that representatives, including, without limitation, the certificate(s) representing Premiere Stock shall bear the following legend with respect to the restrictions on transfer under applicable securities laws: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission law firm of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is availableCompany, in connection with entering into this Agreement."

Purchase for Investment, Etc. Each Owner represents and warrants the ----------------------------- following to Premiere: (a) such Owner has accurately completed the Investor Questionnaire required by Premiere prior to or contemporaneous with the execution of the Transfer Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Owner is acquiring Premiere the RCG Common Stock for such Owner's own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Securities 1933 Act; (cb) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in Premiere the RCG Common Stock, (ii) has the ability to bear the economic risk of acquiring Premiere Stock for an indefinite period the RCG Common Stock, (iii) has received and to afford a complete loss thereof reviewed the RCG Documents identified on Schedule 7.6, and (iiiiv) has had an opportunity to ask questions of and to receive answers from the officers of Premiere RCG and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; and; (dc) such Owner (i) acknowledges that Premiere the RCG Common Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere of the RCG Common Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and laws, (iii) acknowledges that the certificate(s) representing Premiere the RCG Common Stock shall bear the following a prominent legend with respect to the restrictions on transfer under applicable securities laws: ; and (iv) acknowledges that the Investment Letter (as defined below) and the Registration Rights Agreement contemplated by Section 8.13 below include additional restrictions on Owner's ability to transfer the RCG Common Stock received under this Agreement; and (d) Owner has accurately completed the Investor Questionnaire and Investment Letter substantially in the form attached hereto as Exhibit 6.7 (the "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered Investment Letter") required by RCG contemporaneous with the Securities and Exchange Commission execution of the United States this Agreement and the securities regulatory authorities of applicable states or unless an exemption from such registration is availablestatements therein are true and correct."

Purchase for Investment, Etc. Each The Owner represents and warrants the ----------------------------- following to Premiere: (a) such Owner has accurately completed the Investor Questionnaire required by Premiere prior to or contemporaneous with the execution of the Transfer Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Owner is acquiring Premiere Stock for such Owner's own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Securities Act; (c) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in Premiere Stock, (ii) has the ability to bear the economic risk of acquiring Premiere Stock for an indefinite period and to afford a complete loss thereof and (iii) has had an opportunity to ask questions of and to receive answers from the officers of Premiere and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; and (d) such Owner (i) acknowledges that Premiere Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and (iii) acknowledges that the certificate(s) representing Premiere Stock shall bear the following legend with respect to the restrictions on transfer under applicable securities laws: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available."

Purchase for Investment, Etc. Each Owner Owner, jointly and severally, ----------------------------- represents and warrants the ----------------------------- following to Premiere: (a) such Owner has accurately completed the Investor Questionnaire required by Premiere prior to or contemporaneous with the execution of the Transfer Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Owner is acquiring Premiere Stock for such Owner's own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Securities Act; (c) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in Premiere Stock, (ii) has the ability to bear the economic risk of acquiring Premiere Stock for an indefinite period and to afford a complete loss thereof and (iii) has had an opportunity to ask questions of and to receive answers from the officers of Premiere and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; and (d) such Owner (i) acknowledges that Premiere Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and (iii) acknowledges that the certificate(s) representing Premiere Stock shall bear the following legend with respect to the restrictions on transfer under applicable securities laws: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available."

Purchase for Investment, Etc. Each Owner represents and warrants the ----------------------------- ---------------------------- following to Premiere: (a) such Owner has accurately completed the Investor Questionnaire required by Premiere prior to or contemporaneous with the execution of the Transfer Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Owner is acquiring Premiere Stock for such Owner's own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Securities Act; (c) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in Premiere Stock, (ii) has the ability to bear the economic risk of acquiring Premiere Stock for an indefinite period and to afford a complete loss thereof and (iii) has had an opportunity to ask questions of and to receive answers from the officers of Premiere and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; and (d) such Owner (i) acknowledges that Premiere Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and (iii) acknowledges that the certificate(s) representing Premiere Stock shall bear the following legend with respect to the restrictions on transfer under applicable securities laws: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available."

Purchase for Investment, Etc. Each Owner Stockholder represents and -------------------------------- warrants to the ----------------------------- following to PremiereCompany, its representatives and agents that: (ai) such Owner Stockholder is aware that no federal or state agency has accurately completed made any finding or determination as to the Investor Questionnaire required by Premiere prior to or contemporaneous fairness of an investment in the Common Stock nor any recommendation nor endorsement with the execution of the Transfer Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreementrespect thereto; (bii) such Owner is acquiring Premiere Stockholder recognizes that an investment in the Common Stock for such Owner's own account and not with involves a view to or for sale in connection with any public distribution thereof within the meaning high degree of the Securities Actrisk; (ciii) Stockholder has such Owner (i) has sufficient knowledge and experience in financial and business matters as to enable him, her or it to evaluate be capable of evaluating the risks and merits of participating in the Transaction and risks of an investment protecting Stockholder's interests in Premiere Stock, connection with this investment; (iiiv) has the ability Stockholder is able to bear the economic risk of acquiring Premiere Stock for an indefinite period the investment in the Common Stock, including the risk of total loss of the investment; (v) Stockholder has received and has thoroughly reviewed the Company's most recent reports on Form 10-K and 10-Q (including the Company's financial statements therein) and all other reports and documents required to afford a complete loss thereof be filed by the Company pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended, and no statement, printed material or inducement given or made by any person is contrary to the information contained in such "SEC Reports"; (iiivi) Stockholder has had an opportunity to ask questions of the officers and directors of the Company and to receive answers from them concerning this offering and the Company, and the officers and directors of Premiere and to obtain additional the Company have made all relevant information in writing as requested, which has been made available to Stockholder, including materials, books and examined by such Owner or such Owner's advisors; andrecords of the Company; (dvii) such Owner (i) acknowledges Stockholder is aware that Premiere Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and (iii) acknowledges that the certificate(s) representing Premiere Stock shall he must bear the following legend with respect to economic risk of his investment in the restrictions on transfer under applicable securities laws: "The securities represented hereby Company for an indefinite period of time because the shares of Common Stock have not been registered under the Securities 1933 Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities laws of any state and, therefore, none of them can be sold unless subsequently registered under the 1933 Act and any applicable states state securities laws or unless an exemption from such registration is available; (viii) Stockholder acknowledges that a legend will be placed on the certificates for the shares of Common Stock in substantially the following form: "THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITY MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE ISSUER OF THE CERTIFICATE OF AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL FOR THE ISSUER THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO COUNSEL FOR THE ISSUER OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER."; and (ix) Stockholder acknowledges that the Company has placed or will place stop transfer instructions with respect to the shares of Common Stock to restrict the resale, pledge, hypothecation or other transfer thereof.

Purchase for Investment, Etc. Each Owner Owner, jointly and severally, ----------------------------- represents and warrants the ----------------------------- following to Premiere: (a) such Owner has accurately completed the Investor Questionnaire required by Premiere prior to or contemporaneous with the execution of the Transfer Agreement and the statements therein are true and correct and acknowledges that Premiere has relied upon such statements in entering into this Agreement; (b) such Owner is acquiring Premiere Stock for such Owner's own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Securities Act; (c) such Owner (i) has sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in Premiere Stock, (ii) has the ability to bear the economic risk of acquiring Premiere Stock for an indefinite period and to afford a complete loss thereof and (iii) has had an opportunity to ask questions of and to receive answers from the officers of Premiere and to obtain additional information in writing as requested, which has been made available to and examined by such Owner or such Owner's advisors; and (d) such Owner (i) acknowledges that Premiere Stock has not been registered under any securities laws and cannot be resold without registration thereunder or exemption therefrom, (ii) agrees not to transfer all or any Premiere Stock received by such Owner unless such transfer has been registered or is exempt from registration under applicable securities laws and (iii) acknowledges that the certificate(s) representing Premiere Stock shall bear the following legend with respect to the restrictions on transfer under applicable securities laws: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available."]