Common use of Purchaser's Investment Representations Clause in Contracts

Purchaser's Investment Representations. The Purchaser hereby represents that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7, 1998, and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of October 7, 1998 between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Each Purchaser hereby represents that it or he such Purchaser is an “accredited investor investor” as that such term is defined in Regulation D Rule 501 promulgated under the Securities Act of 1933, as amended, and Act. Each Purchaser hereby further represents that it is acquiring the Restricted Securities securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided provided, that nothing contained herein shall prevent any Purchaser and subsequent holders of Restricted Securities such securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Restricted Securities or instrument representing such securities purchased hereunder shall be imprinted with a legend in substantially the following form: "“The securities security represented by this certificate were was originally issued on October 7, 19982004, and have has not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate such security is subject to the conditions specified in the Note Purchase Agreement, dated as of October 7June 10, 1998 between 2004, as amended and modified from time to time, by and among the issuer (the "‘Company"’) and certain investors, and the Company reserves the right to refuse the transfer of such securities security until such conditions have been fulfilled with respect to such transfer. A Upon written request, a copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."”

Purchaser's Investment Representations. The Purchaser hereby represents (i) that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided , (ii) that it is an “accredited investor” and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by the Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent any the Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "“The securities represented by this certificate were originally issued on October 7April 3, 1998, 2001 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of October 7April 3, 1998 between 2001 by and among the issuer (the "“Company"”) and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."”

Purchaser's Investment Representations. The Purchaser hereby represents that it or he is an accredited investor Accredited Investor as that term is defined in Regulation D promulgated under the Securities Act of 1933Act, as amended, and that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 ARTICLE III hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7June 1, 1998, 1998 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Stock Purchase Agreement, dated as of October 7May 26, 1998 1998, between the issuer (the "Company") and a certain investorsinvestor, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Purchaser Each of the GTCR Purchasers and the TCW/Crescent Lenders hereby represents as to itself (i) that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided , (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not violate any laws, and does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent any Purchaser the Purchasers and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 5 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7, 1998, [date of issuance] and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Amended and Restated Purchase Agreement, dated as of October 7August 14, 1998 between 2000 by and among the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Each Purchaser hereby -------------------------------------- represents that it or he is an "accredited investor investor" as that term is defined in Regulation D Rule 501(a) promulgated under the Securities Act of 1933, as amended, and that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7September __, 1998, 1999 and have not been registered under the Securities Act of 1933, as amendedamended (the "Act"), and may not be transferred, sold or pledged without registration under the Act, unless otherwise exempt from such registration requirements. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of October 7September __,1999 and as amended and modified from time to time, 1998 between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Purchaser hereby represents that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent any the Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7January 24, 19981994, and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Equity Purchase Agreement, dated as of October 7January 24, 1998 1994, between the issuer (the "Company") and a certain investorsinvestor, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company issuer to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Purchaser hereby -------------------------------------- represents (i) that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided , (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by the Purchaser does not and will not violate any laws, and does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent any the Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 5 --------- hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7January 27, 1998, 2000 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of October 7January 27, 1998 between 2000 by and among the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Each Purchaser hereby represents that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 5 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7April 20, 19981994, and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of October 7April 20, 1998 1994, between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Purchaser hereby represents that it or he is an accredited investor as that term is defined in Regulation D promulgated under Rule 501(a) of the Securities Act of 1933, as amended, and is acquiring that the Restricted Securities purchased hereunder or to be acquired by the Purchaser pursuant hereto to this Agreement shall be acquired for its or his the Purchaser's own account and not with the present a view to, or intention of holding such securities for purposes of investmentof, and that it or he has no intention of selling such securities in a public distribution thereof in violation of the federal Securities Act, or any applicable state securities laws laws, and that the Securities shall not be disposed of in contravention of the Securities Act or any applicable state securities laws; provided that nothing contained herein shall prevent any the Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 3 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 30, 19981996, and have not been registered under the Securities Act of AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase AgreementTHE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECURITIES PURCHASE AGREEMENT, dated as of October 7DATED AS OF APRIL 30, 1998 between the issuer 1996, BETWEEN THE ISSUER (the THE "CompanyCOMPANY") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transferAND A CERTAIN INVESTOR. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without chargeCOPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Purchaser's Investment Representations. The Purchaser hereby represents that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 SECTION 7 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7_____________, 1998, 2002 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Note and Warrant Purchase Agreement, dated as of October 7September ___, 1998 between 2002, and as amended, restated, amended and restated, supplemented or otherwise modified from time to time, by and among HS Morgan Limited Partnership, the issuer (the "Company") , Hamilton Sxxxxx Xx., Inc. and New Maverick Desk, Inc., xxx xxxtial holder hereof and certain investors, who from time to time become parties thereto in accordance with the provisions thereof, and the Company reserves the right to refuse the transfer of such securities security until such conditions have been fulfilled with respect to such transfer. A Upon written request, a copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Purchaser hereby represents (i) that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided , (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by the Purchaser does not and will not violate any laws, and does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent any the Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 5 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7January 27, 1998, 2000 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of October 7January 27, 1998 between 2000 by and among the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Purchaser hereby represents -------------------------------------- that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 5 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7_________ ___, 1998, 2000 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Note and Warrant Purchase Agreement, dated as of October July 7, 1998 2000 and as amended and modified from time to time, between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Each Purchaser hereby represents that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for investment purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall will prevent any Purchaser and the subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof3 hereof and in compliance with the provisions of the Stockholders Agreement. Each certificate for Restricted Securities shall will be imprinted with a legend in substantially the following form: form (the "Securities Act Legend"): "The securities represented by this certificate were originally issued on October 7, 1998September 1 1993, and have not been registered under the Securities Act of 1933, as amendedamended (the "Act"). The transfer of the such securities represented by this certificate is subject to the conditions specified in the Stock Purchase Agreement, dated as of October 7September -, 1998 1993, between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the to transfer of such securities until such conditions have been fulfilled with respect to such transfer. A Upon written request, a copy of such conditions shall will be furnished by the Company to the holder hereof upon written request and without charge."" Whenever any shares of Common Stock cease to be Restricted securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Common Stock, a new certificate representing such shares of Common Stock of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. The Purchaser hereby represents that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided PROVIDED that nothing contained herein shall prevent any Purchaser and or subsequent holders of Restricted Securities from transferring such securities securities; PROVIDED, HOWEVER, that any such transfer shall be made in compliance with the provisions of Section 4 hereofapplicable securities laws. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7, 1998, and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Note Purchase Agreement, dated as of October 7December [__], 1998 2000, and as amended and modified from time to time, between WC Holdings, Inc., the issuer (the "Company") initial holder hereof and certain investors, who from time to time become parties thereto in accordance with the provisions thereof, and the Company WC Holdings, Inc. reserves the right to refuse the transfer of such securities security until such conditions have been fulfilled with respect to such transfer. A Upon written request, a copy of such conditions shall be furnished by the Company WC Holdings, Inc. to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Purchaser hereby -------------------------------------- represents that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7December 23, 19981996, and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of October 7December 23, 1998 1996 and as amended and modified from time to time, between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Each Purchaser hereby -------------------------------------- represents that it or he is an "accredited investor investor" as that term is defined in Regulation D Rule 501(a) promulgated under the Securities Act of 1933, as amended, and that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7August 6, 1998, 1999 and have not been registered under the Securities Act of 1933, as amendedamended (the "Act"), and may not be transferred, sold or pledged without registration under the Act, unless otherwise exempt from such registration requirements. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of October 7August 6, 1998 1999 and as amended and modified from time to time, between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Purchaser hereby represents (i) that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided , (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by the Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent any the Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7February 14, 1998, 2002 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Stock Purchase Agreement, dated as of October 7February 14, 1998 between 2002 by and among the issuer (the "CompanyCOMPANY") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The (i) Each Purchaser hereby represents that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7November 3, 19982003, and have not been registered under the Securities Act of 1933, as amendedamended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an exemption from registration thereunder. The transfer of the securities represented by this certificate is subject to the conditions specified in the Stock Purchase Agreement, dated as of October 7November 3, 1998 2003, and as amended and modified from time to time, between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Purchaser hereby represents (i) that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided , (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by the Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent any the Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7April 3, 1998, 2001 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of October 7April 3, 1998 between 2001 by and among the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Purchaser hereby represents that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, that it is an "accredited investor" in accordance with Regulation D of the Securities Act, that it has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Series D Preferred and the Warrant hereunder and has had access to such other information concerning the Company as it has requested; provided that no action taken (or failed to be taken) in connection with this Agreement, including any investigation by or on behalf of Purchaser (or any failure to undertake such investigation), shall be deemed to constitute a waiver of compliance by the Company with any representation, warranty, covenant or agreement contained herein; provided further, that nothing contained herein shall prevent any Purchaser and or subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7August 24, 19981994, and have not been registered under the Securities Act of 1933, as amended, and may not be transferred or sold except pursuant to an effective registration under the Securities Act of 1933, as amended, and applicable state securities laws or an available exemption from such registration. The transfer of the securities represented by this certificate is subject to the conditions and restrictions specified in the Purchase Agreement, dated as of October 7August 24, 1998 1994 between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Purchaser Each of the Purchasers hereby represents that it or he is an "accredited investor as that term is defined in investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933Act, as amended, and it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided provided, that nothing contained herein shall prevent any Purchaser the Purchasers and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 717, 19981997, and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of October 717, 1998 1997, between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. The Each Purchaser hereby represents that it or he such Purchaser is an “accredited investor investor” as that such term is defined in Regulation D Rule 501 promulgated under the Securities Act of 1933, as amended, and Act. Each Purchaser hereby further represents that it is acquiring the Restricted Securities securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided provided, that nothing contained herein shall prevent any Purchaser and subsequent holders of Restricted Securities such securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Restricted Securities or instrument representing such securities purchased thereunder shall be imprinted with a legend in substantially the following form: "“The securities security represented by this certificate were was originally issued on October 7, 19982003, and have has not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate such security is subject to the conditions specified in the Note Purchase Agreement, dated as of October 7, 1998 between 2003, as amended and modified from time to time, by and among the issuer (the "‘Company"’) and certain investors, and the Company reserves the right to refuse the transfer of such securities security until such conditions have been fulfilled with respect to such transfer. A Upon written request, a copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."”

Purchaser's Investment Representations. The Each Purchaser hereby represents (i) that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided , (ii) that it is an “accredited investor” and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent any such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "“The securities represented by this certificate were originally issued on October 7April 3, 1998, 2001 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of October 7April 3, 1998 between 2001 by and among the issuer (the "“Company"”) and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."”

Purchaser's Investment Representations. The Each Purchaser hereby represents that he, she or it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for his, her or its or his own account with the present intention of holding such securities for purposes of investment, and that he, she or it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent any Purchaser the Purchasers and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 3 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on October 7as of July 31, 1998, and have not been registered under the Securities Act of 1933, as amendedamended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an exemption from registration thereunder. The transfer of the securities represented by this certificate is are also subject to the conditions specified additional restrictions on transfer set forth in the Purchase Agreement, dated as of October 7July 31, 1998 between 1998, by and among the issuer (the "Company") and certain investorspurchasers, and as the Company reserves the right same may be amended from time to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfertime. A copy of such conditions shall Purchase Agreement may be furnished obtained by the Company to the holder hereof upon written request and at MergerCo's principal place of business without charge."