Common use of Purchaser's Investment Representations Clause in Contracts

Purchaser's Investment Representations. Purchaser hereby represents and warrants to the Corporation that: (a) he is acquiring the 309,400 shares of Common Stock to be issued to him upon his execution of this Agreement, the 472,689 shares of Common Stock to be issued to him as prepaid interest on the Amended Note, and the Series C Warrant for his own account and not with a view to reselling or distributing such securities in any transaction which would constitute a "distribution" within the meaning of the Securities Act; (b) he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of his investment in said 782,089 shares of Common Stock and the Series C Warrant; (c) he is able to bear the economic risks of an investment in said 782,089 shares of Common Stock and the Series C Warrant, including, without limiting the generality of the foregoing, the risk of losing part or all of his investment in said 782,089 shares of Common Stock and the Series C Warrant; (d) he has had the opportunity to ask questions of, and receive answers from, the Corporation concerning the terms and conditions of the offering of said 782,089 shares of Common Stock and the Series C Warrant and to obtain additional information about the Corporation; (e) he is not an entity formed solely to make this investment; (f) his execution, delivery and performance of this Agreement will not breach the provisions of any agreement to which he is a party; (g) he is an "accredited investor" as defined in Rule 501 promulgated under the Securities Act; (h) he will transfer the securities acquired hereunder in accordance with the Securities Act; (i) the offer to sell said 782,089 shares of Common Stock and the Series C Warrant was directly communicated to him in such a manner that he was able to ask questions of and receive answers concerning the terms of this transaction, and that at no time was he presented with or solicited by any leaflet, public or promotional meeting, newspaper or magazine article, radio or television advertisement or any other form of general advertising otherwise than in connection and concurrently with such communicated offer; (j) he has been advised that said 782,089 shares of Common Stock and the Series C Warrant and the shares of Common Stock to be issued upon payment of interest on and/or conversion of the Amended Note and/or exercise of the Warrants are, or when issued will be, "restricted securities" as that term is defined in Rule 144 promulgated under the Act; and (k) all representations made by him in this Section 7.08 are accurate, true and complete in all material respects as of the date hereof.

Purchaser's Investment Representations. Each Purchaser hereby -------------------------------------- represents and warrants to the Corporation that: Company as follows: (ai) he is acquiring this Agreement has been duly authorized, executed and delivered by Purchaser and constitutes a valid and legally binding obligation of such Purchaser enforceable in accordance with its terms, (ii) the 309,400 shares of Common Stock to be issued to him upon his execution execution, delivery and performance of this AgreementAgreement by Purchaser does not conflict with, violate or result in the 472,689 shares breach of Common Stock any agreement, instrument, order, judgement, decree, law or governmental regulation to be issued to him which such Purchaser is a party or by which it is bound, (iii) Purchaser is an "Accredited Investor" as prepaid interest on the Amended Note, and the Series C Warrant for his own account and not with a view to reselling or distributing such securities defined in any transaction which would constitute a "distribution" within the meaning of Regulation D promulgated under the Securities Act; (b) he Act and has such knowledge and substantial experience in financial evaluating and business matters that he investing in similar private placement transactions, is capable of evaluating the merits and risks of his this investment in said 782,089 shares the Company and has the capacity to protect its own interests, (iv) Purchaser understands and acknowledges that the purchase of Common Stock Class A Preferred and the Series C Warrant; (c) he Warrants hereunder represents a speculative investment, and that Purchaser is able to bear the economic risks of an investment in said 782,089 shares of Common Stock and the Series C Warrant, includingable, without limiting impairing its financial condition, to hold such investment for an indefinite period of time and/or to suffer a complete loss of such investment, (v) Purchaser is acquiring the generality Restricted Securities purchased hereunder for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the foregoingfederal securities laws or any applicable state securities laws, and (vi) Purchaser is aware of and has investigated the risk of losing part or all of his investment in said 782,089 shares of Common Stock Company's business, management and the Series C Warrant; (d) he financial condition, has had the a satisfactory opportunity to ask questions of, and receive answers from, agents and employees of the Corporation Company concerning the business of the Company and the terms and conditions of the offering of said 782,089 shares of Common Stock this transaction and the Series C Warrant and has had access to obtain additional such other information about the Corporation; (e) he is not Company as Purchaser deemed necessary or desirable to reach an entity formed solely informed and knowledgeable decision to make this investment; (f) his execution, delivery purchase Class A Preferred and performance of this Agreement will not breach the provisions of any agreement to which he is a party; (g) he is an "accredited investor" as defined in Rule 501 promulgated under the Securities Act; (h) he will transfer the securities acquired hereunder in accordance with the Securities Act; (i) the offer to sell said 782,089 shares of Common Stock and the Series C Warrant was directly communicated to him in such a manner that he was able to ask questions of and receive answers concerning the terms of this transaction, and that at no time was he presented with or solicited by any leaflet, public or promotional meeting, newspaper or magazine article, radio or television advertisement or any other form of general advertising otherwise than in connection and concurrently with such communicated offer; (j) he has been advised that said 782,089 shares of Common Stock and the Series C Warrant and the shares of Common Stock to be issued upon payment of interest on and/or conversion of the Amended Note and/or exercise of the Warrants are, or when issued will be, "restricted securities" as that term is defined in Rule 144 promulgated under the Act; and (k) all representations made by him in this Section 7.08 are accurate, true and complete in all material respects as of the date hereofWarrants.

Purchaser's Investment Representations. Each Purchaser hereby represents and warrants to the Corporation that: that (ai) he it is acquiring the 309,400 shares of Series F Preferred and the Common Stock to be issued to him upon his execution purchased hereunder or acquired pursuant hereto for its own account with the present intention of this Agreement, the 472,689 shares holding such securities for purposes of Common Stock to be issued to him as prepaid interest on the Amended Noteinvestment, and the Series C Warrant for his own account and not with a view to reselling or distributing that it has no intention of selling such securities in any transaction which would constitute a "distribution" within the meaning public distribution in violation of the Securities Act; federal securities laws or any applicable state securities laws, (bii) he has it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) this Agreement and each of the other agreements contemplated hereby to which such knowledge Purchaser is a party constitutes (or will constitute) the legal, valid and experience binding obligation of such Purchaser, enforceable in financial accordance with its terms, (iv) because the Series F Preferred and business matters that he is capable of evaluating the merits and risks of his investment in said 782,089 shares of Common Stock have not been registered under the Securities Act and, therefore, none of them can be sold unless subsequently registered under the Securities Act or an exemption from such registration is available, each Purchaser understands and the Series C Warrant; (c) he agrees that such Purchaser is able to bear the economic risks risk of an its investment in said 782,089 shares of the Series F Preferred and the Common Stock for an indefinite period of time, and the Series C Warrant, including, without limiting the generality of the foregoing, the risk of losing part or all of his investment in said 782,089 shares of Common Stock and the Series C Warrant; (dv) he such Purchaser has had the an opportunity to ask questions of, and receive answers from, the Corporation concerning the terms and conditions of the offering of said 782,089 shares and has had full access to such other information concerning the Company as it has requested. Each Purchaser has also reviewed, or has had an opportunity to review, the following documents: (A) the Company's Amended Articles of Common Stock Incorporation and bylaws, (B) the Series C Warrant loan agreements, notes and to obtain additional information about the Corporation; (e) he is not an entity formed solely to make this investment; (f) his execution, delivery and performance of this Agreement will not breach the provisions of any agreement to which he is a party; (g) he is an "accredited investor" as defined in Rule 501 promulgated under the Securities Act; (h) he will transfer the securities acquired hereunder in accordance related documents with the Securities Act; Company's senior and subordinated lender(s); (iC) the offer to sell said 782,089 shares of Common Stock Company's financial statements (including the related notes) included in the Company SEC Reports; and (D) the Series C Warrant was directly communicated to him in such a manner that he was able to ask questions of and receive answers concerning the terms of this transaction, and that at no time was he presented with or solicited by any leaflet, public or promotional meeting, newspaper or magazine article, radio or television advertisement or any other form of general advertising otherwise than in connection and concurrently with such communicated offer; (j) he has been advised that said 782,089 shares of Common Stock and the Series C Warrant and the shares of Common Stock to be issued upon payment of interest on and/or conversion of the Amended Note and/or exercise of the Warrants are, or when issued will be, "restricted securities" as that term is defined in Rule 144 promulgated under the Act; and (k) all representations made by him in this Section 7.08 are accurate, true and complete in all material respects as of the date hereofInvestor Rights Agreement.

Purchaser's Investment Representations. Each Purchaser hereby represents and warrants to the Corporation represent that: (ai) he such Purchaser is acquiring the 309,400 shares of Common Stock Securities to be issued to him upon his execution of this Agreement, the 472,689 shares of Common Stock purchased by them hereunder or to be issued to him as prepaid interest on the Amended Note, and the Series C Warrant acquired by them pursuant hereto for his their own account with the present intention of holding such securities for investment purposes and not with a view to reselling or distributing that they have no intention of selling such securities in any transaction which would constitute a "distribution" within the meaning public distribution in violation of the Securities Actfederal securities laws or any applicable state securities laws; (bii) he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of his investment in said 782,089 shares of Common Stock and the Series C Warrant; (c) he Purchaser is able to bear the economic risks risk of an the investment in said 782,089 shares the Securities for an indefinite period of Common Stock time because the Securities are subject to the transfer restrictions contained herein and have not been registered under the Series C Warrant, including, without limiting the generality of the foregoing, the risk of losing part or all of his investment in said 782,089 shares of Common Stock and the Series C Warrant1933 Act; (diii) he such Purchaser has had the an opportunity to ask questions of, and receive answers from, the Corporation concerning the terms and conditions of the offering of said 782,089 shares the Securities and has had full access to such other information concerning the Company as the Purchaser has requested. Purchaser has reviewed, or has had an opportunity to review copies of Common Stock the following documents, (A) the Stockholders Agreement, (B) Amended and Restated Certificate of Incorporation of the Series C Warrant Company, and to obtain additional information about (C) the CorporationRegistration Rights Agreement; (eiv) he is not an entity formed solely to make this investment; such Purchaser either (fA) his execution, delivery and performance of this Agreement will not breach the provisions of any agreement to which he is a party; (g) he is an "accredited investor" as defined in Rule 501 promulgated rule 501(a) under the Securities Act; 1933 Act or (hB) he will transfer has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the securities acquired hereunder merits and risks of its prospective investment in accordance with the Securities Act; (i) the offer to sell said 782,089 shares of Common Stock and the Series C Warrant was directly communicated to him in such a manner that he was Securities, is able to ask questions bear the economic risk of and receive answers concerning such investment and, at the terms present time, is able to afford a complete loss of this transaction, and that at no time was he presented with or solicited by any leaflet, public or promotional meeting, newspaper or magazine article, radio or television advertisement or any other form of general advertising otherwise than in connection and concurrently with such communicated offer; (j) he has been advised that said 782,089 shares of Common Stock and the Series C Warrant and the shares of Common Stock to be issued upon payment of interest on and/or conversion of the Amended Note and/or exercise of the Warrants are, or when issued will be, "restricted securities" as that term is defined in Rule 144 promulgated under the Actinvestment; and (kv) all representations made this Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, and the execution, delivery, and performance of this Agreement by him in this Section 7.08 are accuratesuch Purchaser does not and will not conflict with, true and complete in all material respects as violate, or cause a breach of the date hereofany agreement, contract, or instrument to which such Purchaser is a party or any judgment, order, or decree to which such Purchaser is subject.

Purchaser's Investment Representations. As a material inducement -------------------------------------- to the Company to enter into this Agreement and to sell the Purchased Stock hereunder, each Purchaser hereby represents and warrants warrants, severally and not jointly, to the Corporation thatCompany as of the date hereof as follows: (ai) he Such Purchaser is acquiring the 309,400 shares of Common Restricted Stock to be issued to him upon his execution of this Agreement, the 472,689 shares of Common Stock to be issued to him as prepaid interest on the Amended Note, and the Series C Warrant purchased hereunder for his its own account and not with a view to reselling or distributing the present intention of holding such securities for purposes of investment, has no intention of selling such securities in a public distribution in violation of the federal securities laws or any transaction which would constitute a applicable state securities laws, was not organized or reorganized for the purpose of purchasing the Restricted Stock purchased hereunder, and conducts other business or holds other investments; provided -------- that nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Stock from transferring such securities in compliance with the provisions of Section 3 hereof and the Investor Rights Agreement. --------- (ii) Such Purchaser is an "distributionaccredited investor" within the meaning of (as defined) under Regulation D under the Securities Act;, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Purchased Stock. (biii) he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of his investment in said 782,089 shares of Common Stock and the Series C Warrant; (c) he Such Purchaser is able to bear the economic risks risk of an its investment in said 782,089 shares the Purchased Stock for an indefinite period of Common time because the Purchased Stock and has not been registered under the Series C WarrantSecurities Act and, includingtherefore, without limiting cannot be sold unless subsequently registered under the generality of the foregoing, the risk of losing part 1933 Act or all of his investment in said 782,089 shares of Common Stock and the Series C Warrant;an exemption from such registration is available. (div) he Such Purchaser has had the an opportunity to ask questions of, and receive answers from, the Corporation concerning the terms and conditions of the offering of said 782,089 shares of Common the Purchased Stock and has had full access to such other information concerning the Series C Warrant and to obtain additional information about the Corporation;Company as it has requested. (ev) he is not an entity formed solely to make this investment; (f) his This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement will by such Purchaser does not and shall not conflict with, violate or cause a breach the provisions of any agreement agreement, contract or instrument to which he such Purchaser is a party;party or any judgment, order or decree to which such Purchaser is subject. (gvi) he Such Purchaser is an "accredited investor" as defined in Rule 501 promulgated under the Securities Act; (h) he will transfer the securities acquired hereunder in accordance with the Securities Act; (i) the offer to sell said 782,089 shares of Common Stock and the Series C Warrant was directly communicated to him in such a manner that he was able to ask questions of and receive answers concerning the terms of this transaction, and that at no time was he presented with or solicited by any leaflet, public or promotional meeting, newspaper or magazine article, radio or television advertisement or any other form of general advertising otherwise than in connection and concurrently with such communicated offer; (j) he has been advised that said 782,089 shares of Common Stock and the Series C Warrant and the shares of Common Stock to be issued upon payment of interest on and/or conversion resident of the Amended Note and/or exercise state indicated in its address as set forth on the Schedule of the Warrants are, or when issued will be, "restricted securities" as that term is defined in Rule 144 promulgated under the Act; and (k) all representations made by him in this Section 7.08 are accurate, true and complete in all material respects as of the date hereof.Purchasers attached hereto. ----------------------