Common use of Purchase for Investment, Etc Clause in Contracts

Purchase for Investment, Etc. That: (i) he or she is acquiring the Shares for his or her own account for investment only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act; (ii) he or she has no present intention of selling or otherwise disposing of any portion of the Shares being acquired by such Stockholder; (iii) he or she is familiar with the financial condition, product lines and present and prospective business affairs and prospects of the Company; (iv) he or she, or his or her representatives or agents, has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition and the backgrounds of the principals of the Company as he or she has deemed material to making the decision to acquire the Shares and has been afforded the opportunity to ask questions of and receive answers from the Company's senior management concerning present and prospective business prospects of the Company; (v) he or she has fully considered this information in valuing the Company and assessing the merits of the transactions contemplated by this Agreement and the Purchase Agreement; (vi) he or she recognizes that an investment in the Shares involves special, speculative and substantial risk because, among other things, the Company may pursue risky business strategies, the Shares are subject to significant legal and contractual restrictions upon resale and, in any case, there may be not a future market for resale of the Shares; (vii) he or she is able to fend for himself or herself in the transactions contemplated by this Agreement and the Purchase Agreement, and is, on his or her own or through his or her professional advisors, knowledgeable in business and financial matters; specifically, he or she is a senior level executive in the packaging industry with intimate knowledge of the economic condition and competitive factors affecting the industry and thus is uniquely capable of evaluating and has evaluated the affairs and prospectus of the Company and the merits of an investment in the Shares; (viii) he or she has made the determination to enter into this Agreement and the Purchase Agreement based upon his or her own independent evaluation and assessment of the value of the Company and its present and prospective business prospects and has not relied on, or been induced to enter into this Agreement or the Purchase Agreement on account of, any representation or warranty of any kind or nature, whether oral or written, express or implied, except for such representations and warranties of the Company as are specifically set forth in the Purchase Agreement; (ix) he or she is financially capable of bearing a total loss of his or her investment in the Shares; and (x) at no time was he or she presented with or solicited by any publicly issued or circulated newspaper, magazine, mail, radio or television or any other form of general advertising or solicitation in connection with the acquisition of the Shares.

Purchase for Investment, Etc. That: Such Buyer (ia) he or she is acquiring purchasing the Shares for investment for his or her its own account for investment only and not with a view to, or for sale in connection with, a any distribution within the meaning of thereof; (b) is an “accredited investor” as defined in Rule 501(a) under the Securities Act; Act of 1933, as amended; (iic) he or she is a sophisticated investor and has no present intention sufficient knowledge and experience in financial and business matters so as to be capable of selling or otherwise disposing (i) evaluating the merits and risks of any portion of the Shares being acquired by such Stockholder; (iii) he or she is familiar with the financial condition, product lines and present and prospective business affairs and prospects of the Company; (iv) he or she, or his or her representatives or agents, has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition and the backgrounds of the principals of the Company as he or she has deemed material to making the decision to acquire the Shares and has been afforded the opportunity to ask questions of and receive answers from the Company's senior management concerning present and prospective business prospects of the Company; (v) he or she has fully considered this information in valuing the Company and assessing the merits of the transactions contemplated by this Agreement and the Purchase Agreement; (vi) he or she recognizes that an investment in the Shares involves special, speculative and substantial risk because, among other things, the Company may pursue risky business strategies, the Shares are subject to significant legal and contractual restrictions upon resale and, in any case, there may be not a future market for resale of the Shares; (vii) he or she is able to fend for himself or herself in the transactions contemplated by this Agreement and the Purchase Agreement, and is, on his or her own or through his or her professional advisors, knowledgeable in business and financial matters; specifically, he or she is a senior level executive in the packaging industry with intimate knowledge of the economic condition and competitive factors affecting the industry and thus is uniquely capable of evaluating and has evaluated the affairs and prospectus of the Company and the merits of an investment in the Shares; , (viiiii) he or she has made evaluating and negotiating the determination to enter into terms of this Agreement and (iii) bearing the Purchase Agreement based upon economic risks of such investment; (d) has deemed appropriate and has freely and voluntarily made an informed and knowledgeable decision with respect to the transactions contemplated hereby without any recommendation from MSG, MSGN, any Seller, any of their respective Affiliates or any of their respective directors, officers, employees, partners, shareholders, advisors, attorneys-in-fact, representatives or agents; (e) has performed his or her its own independent evaluation and assessment analysis in connection with the purchase of the value Shares and acknowledges that none of the Company and its present and prospective business prospects and has not relied onMSG, or been induced to enter into this Agreement or the Purchase Agreement on account ofMSGN, any representation Seller, any of their respective Affiliates or warranty any of their respective directors, officers, employees, partners, shareholders, advisors, attorneys-in-fact, representatives or agents has made any kind statement, representation, warranty, covenant or nature, whether oral or writtenagreement, express or implied, except for such representations regarding the transactions contemplated hereby or regarding the Shares or the condition (financial or otherwise), properties, prospects or results of operations of MSG or MSGN; (f) does not and warranties of will not have, and hereby waives, to the Company as are specifically set forth in fullest extent permitted by applicable Law, any claims against the Purchase Agreement; (ix) he or she is financially capable of bearing a total loss of his or her investment in the Shares; and (x) at no time was he or she presented with or solicited by any publicly issued or circulated newspaper, magazine, mail, radio or television or any other form of general advertising or solicitation Sellers in connection with the acquisition purchase of the Shares, except as expressly set forth herein; and (g) acknowledges that the Sellers may rely on the truth and correctness of the foregoing representations and acknowledgments in this Section 3.4 in connection with the transactions contemplated hereby.

Purchase for Investment, Etc. That: (i) he or she is acquiring the Shares for his or her own account for investment only Purchaser represents and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act; (ii) he or she has no present intention of selling or otherwise disposing of any portion of the Shares being acquired by such Stockholder; (iii) he or she is familiar with the financial condition, product lines and present and prospective business affairs and prospects of the Company; (iv) he or she, or his or her representatives or agents, has had access warrants ------------------------------- to all information regarding the Company and its present Charter, their representatives and prospective businessagents, assets, liabilities and financial condition and that: (a) Purchaser is aware that no federal or state agency has made any finding or determination as to the backgrounds fairness of an investment in the principals of the Company as he or she has deemed material to making the decision to acquire the Preferred Shares and has been afforded the opportunity to ask questions of and receive answers from the Company's senior management concerning present and prospective business prospects of the Company; nor any recommendation nor endorsement with respect thereto. (vb) he or she has fully considered this information in valuing the Company and assessing the merits of the transactions contemplated by this Agreement and the Purchase Agreement; (vi) he or she Purchaser recognizes that an investment in the Preferred Shares involves speciala high degree or risk; (c) any information Purchaser has supplied to the Company, speculative its representatives or agents in connection with the transactions described herein is true and substantial risk because, among other things, correct; (d) Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the Company may pursue risky business strategies, the Shares are subject to significant legal risks and contractual restrictions upon resale and, merits of participating in any case, there may be not a future market for resale of the Shares; this investment and protecting Purchaser's interests in connection with this investment; (viie) he or she Purchaser is able to fend for himself or herself bear the economic risk of the investment in the transactions contemplated Preferred Shares, including the risk of total loss of the investment; (f) Purchaser has received and has thoroughly reviewed the Company's financial statements and no statement, printed material or inducement given or made by this Agreement and any person is contrary to the Purchase Agreement, and is, on his or her own or through his or her professional advisors, knowledgeable in business and financial matters; specifically, he or she is a senior level executive information contained in the packaging industry with intimate knowledge financial statements; (g) Purchaser has had an opportunity to ask questions of the economic condition officers and competitive factors affecting the industry and thus is uniquely capable of evaluating and has evaluated the affairs and prospectus directors of the Company and the merits of an to receive answers from them concerning this investment in the Shares; (viii) he or she has made the determination to enter into this Agreement and the Purchase Agreement based upon his or her own independent evaluation and assessment of the value of the Company and its present officers and prospective business prospects directors have made all relevant information available to Purchaser, including materials, books and has not relied on, or been induced to enter into this Agreement or the Purchase Agreement on account of, any representation or warranty of any kind or nature, whether oral or written, express or implied, except for such representations and warranties records of the Company as are specifically set forth in Company. (h) Purchaser represents and warrants that it was not organized or reorganized for the Purchase Agreement; specific purpose of acquiring the Preferred Shares; (ixi) he or she Purchaser is financially capable aware that it must bear the economic risk of bearing a total loss of his or her its investment in the SharesPreferred Shares for an indefinite period of time because neither the Preferred Shares nor the Company Common Stock nor Charter Common Stock issuable upon conversion thereof have been or will be registered under the Securities Act of 1933 or the securities laws of any state and, therefore, none of them can be resold unless subsequently registered under the Securities Act of 1933 and any applicable state securities laws or an exemption from registration is available; (j) Purchaser acknowledges that a legend will be placed on the certificates for the Preferred Shares and on the certificates for the shares of Company Common Stock and Charter Common Stock issuable upon conversion thereof 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, THIS SECURITY MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE ISSUER OF THIS 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 (k) Purchaser acknowledges that stop transfer instructions will be implemented with respect to the Preferred Shares and (x) at no time was he the shares of Company Common Stock and Charter Common Stock issuable upon conversion thereof to restrict the resale, pledge, hypothecation or she presented with or solicited by any publicly issued or circulated newspaper, magazine, mail, radio or television or any other form of general advertising or solicitation in connection with the acquisition of the Sharestransfer thereof.

Purchase for Investment, Etc. That: (ia) he or she Buyer is acquiring an “accredited investor” within the meaning of that term as defined in Rule 501(a) promulgated under the Securities Act. (b) The Shares will be acquired for his or her investment for Buyer’s own account for investment only and not with a view to, or for sale to the distribution of any part thereof in connection with, a distribution within the meaning violation of the Securities Act; (ii) he . Buyer does not have any contract, undertaking or she has no present intention of selling agreement with any Person to sell, transfer, or otherwise disposing of grant participations with respect to any portion of the Shares. (c) Buyer’s financial condition is such that it is able to bear the risk of holding the Shares being acquired by for an indefinite period of time and can bear the loss of its entire investment in its Shares. (d) Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares and is capable of bearing the economic risks of such Stockholder; (iii) he or she is familiar with the financial condition, product lines investment. Buyer has conducted its own independent review and present and prospective business affairs and prospects analysis of the Company; (iv) he or sheEvaluation Material, or his or her representatives or agentsthe Acquired Companies, has had access to all information regarding the Company Business and its present and prospective business, the assets, liabilities liabilities, results of operations and financial condition and the backgrounds of the principals Acquired Companies, and acknowledges that Buyer has been provided reasonable access to certain personnel, premises and records of the Company as he or she has deemed material to making the decision to acquire the Shares Acquired Companies for such purpose and has that Buyer and its Representatives have been afforded the opportunity provided with reasonable opportunities to ask questions of the officers and receive answers from the Company's senior certain management concerning present and prospective business prospects employees of the Company; (v) he or she has fully considered this Acquired Companies and Sellers and to acquire such certain additional information in valuing about the Company Business and assessing the merits financial condition of the transactions contemplated by Acquired Companies as Buyer and its Representatives have reasonably requested; provided, however, that this acknowledgement shall, in no way, xxxxx or relieve Sellers of their obligations under Article III. (e) In entering into this Agreement, Parent and Buyer have relied solely upon their own investigation and analysis (provided that such reliance shall, in no way, xxxxx or relieve Sellers of their obligations under Article III) and, notwithstanding anything contained in this Agreement to the contrary, Buyer acknowledges and the Purchase Agreement; (vi) he or she recognizes agrees that an investment in the Shares involves special, speculative and substantial risk because, among other things, the Company may pursue risky business strategies, the Shares are subject to significant legal and contractual restrictions upon resale and, in any case, there may be not a future market for resale none of the Shares; (vii) he Acquired Companies or she Sellers, nor any of their respective Representatives, is able to fend for himself making any representations or herself in the transactions contemplated by this Agreement and the Purchase Agreement, and is, on his or her own or through his or her professional advisors, knowledgeable in business and financial matters; specifically, he or she is a senior level executive in the packaging industry with intimate knowledge of the economic condition and competitive factors affecting the industry and thus is uniquely capable of evaluating and has evaluated the affairs and prospectus of the Company and the merits of an investment in the Shares; (viii) he or she has made the determination to enter into this Agreement and the Purchase Agreement based upon his or her own independent evaluation and assessment of the value of the Company and its present and prospective business prospects and has not relied on, or been induced to enter into this Agreement or the Purchase Agreement on account of, any representation or warranty of any kind or nature, whether oral or writtenwarranties whatsoever, express or implied, except beyond those expressly given by Sellers in Article III (as modified by the Schedules hereto), and that any claims which Parent or Buyer may have for such breach of a representation or warranty shall be based solely on the representations and warranties of the Company as are specifically Sellers expressly set forth in Article III (as modified by the Purchase Agreement; Schedules hereto). (ixf) he Buyer acknowledges that the Shares have not been registered under the Securities Act or she is financially capable of bearing a total loss of his under any state or her investment in the Shares; and (x) at no time was he or she presented with or solicited by any publicly issued or circulated newspaper, magazine, mail, radio or television or any other form of general advertising or solicitation in connection with the acquisition of the Sharesforeign securities laws.

Purchase for Investment, Etc. That: Each of the Stockholders -------------------------------- represents and warrants to the Company, its representatives and agents that: (i) he or she is acquiring the Shares for his or her own account for investment only and not with a view to, or for sale in connection with, a distribution within the meaning Each of the Securities Act; Stockholders is aware that no federal or state agency has made any finding or determination as to the fairness of an investment in the Common Stock nor any recommendation nor endorsement with respect thereto; (ii) he or she has no present intention of selling or otherwise disposing of any portion Each of the Shares being acquired by such Stockholder; Stockholders recognize that an investment in the Common Stock involves a high degree of risk; (iii) he or she is familiar with the financial condition, product lines and present and prospective business affairs and prospects Each of the Company; Stockholders has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of participating in the Transaction and protecting Stockholder's interests in connection with this investment; (iv) he Each of the Stockholders is able to bear the economic risk of the investment in the Common Stock, including the risk of total loss of the investment; (v) Each of the Stockholders has received and has thoroughly reviewed the Company's most recent reports on Form 10-KSB and 10-QSB (including the Company's financial statements therein), and no statement, printed material or she, inducement given or his or her representatives or agents, made by any person is contrary to the information contained in such "SEC Reports"; (vi) Each of the Stockholders has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition and the backgrounds of the principals of the Company as he or she has deemed material to making the decision to acquire the Shares and has been afforded the an opportunity to ask questions of the officers and receive answers from the Company's senior management concerning present and prospective business prospects of the Company; (v) he or she has fully considered this information in valuing the Company and assessing the merits of the transactions contemplated by this Agreement and the Purchase Agreement; (vi) he or she recognizes that an investment in the Shares involves special, speculative and substantial risk because, among other things, the Company may pursue risky business strategies, the Shares are subject to significant legal and contractual restrictions upon resale and, in any case, there may be not a future market for resale of the Shares; (vii) he or she is able to fend for himself or herself in the transactions contemplated by this Agreement and the Purchase Agreement, and is, on his or her own or through his or her professional advisors, knowledgeable in business and financial matters; specifically, he or she is a senior level executive in the packaging industry with intimate knowledge of the economic condition and competitive factors affecting the industry and thus is uniquely capable of evaluating and has evaluated the affairs and prospectus directors of the Company and to receive answers from them concerning this offering and the merits Company, and the officers and directors of an the Company have made all relevant information available to Stockholder, including materials, books and records of the Company; (vii) Each of the Stockholders is aware that he must bear the economic risk of his investment in the Shares; Company for an indefinite period of time because the shares of Common Stock have not been registered under the 1933 Act or the securities laws of any state and, therefore, none of them can be sold unless subsequently registered under the 1933 Act and any applicable state securities laws or an exemption from registration is available; (viii) he or she has made the determination to enter into this Agreement and the Purchase Agreement based upon his or her own independent evaluation and assessment Each of the value Stockholders acknowledges that a legend will be placed on the certificates for shares of Common Stock in substantially the Company and its present and prospective business prospects and has not relied onfollowing form: "THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or been induced to enter into this Agreement or the Purchase Agreement on account ofAS AMENDED, any representation or warranty of any kind or natureOR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, whether oral or writtenSUCH SECURITY MAY NOT BE SOLD, express or impliedPLEDGED, except for such representations and warranties of the Company as are specifically set forth in the Purchase AgreementHYPOTHECATED 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) he or she is financially capable of bearing a total loss of his or her investment in the Shares; and (x) at no time was he or she presented with or solicited by any publicly issued or circulated newspaper, magazine, mail, radio or television or any other form of general advertising or solicitation in connection with the acquisition Each of the SharesStockholders 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.