Common use of Purchasers Clause in Contracts

Purchasers. Each Purchaser severally (and not jointly) hereby represents and warrants to the Company solely as to such Purchaser that: (a) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's property shall at all times be and remain within its control; (b) if the Purchaser is a corporation or partnership, the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by the Purchaser. (d) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (e) such Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transition Agreements; (f) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; (h) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; and (i) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest.

Purchasers. Each Purchaser severally (severally, and not jointly) hereby represents , represent and warrants warrant to the Company solely Seller and Issuer as to such Purchaser thatfollows: (a) Purchasers understand that neither the Purchaser is an "accredited investor" within Shares nor the meaning of Rule 501(a) under Note have been registered with the United States Securities Act and Exchange Commission or any state or foreign securities agencies, and that the Securities to be acquired by it pursuant to this Agreement are Shares being acquired for its own account and, from the Seller are restricted securities as that term is defined in Rule 144 of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's property shall at all times be and remain within its control;Act. (b) if Purchasers have the Purchaser is a corporation or partnership, the execution, delivery requisite competence and performance of authority to execute and deliver this Agreement and any other agreements and undertakings referenced herein, to perform their obligations hereunder and to consummate the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, transactions contemplated hereby. This Agreement and any other agreements executed by Purchasers in connection herewith have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by it and constitute the Purchaser. (d) the execution valid, binding and delivery by the Purchaser enforceable obligation of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (e) such Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transition Agreements; (f) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its termsPurchasers, subject to (i) applicable bankruptcy, insolvency or and similar laws affecting the enforceability of creditors creditors’ rights generally and (ii) equitable principles the rights of general applicability;stockholders. (gc) the Purchaser has such knowledge and experience in financial and business matters so as to be Purchasers are capable of evaluating the merits and risks of its investment in the Securities Issuer. Purchasers acknowledge that they must bear the economic risk of this investment indefinitely, unless the Shares are subsequently registered pursuant to the Act, or an exemption from registration is available. Purchasers understand that the Issuer has no present intention of registering the Shares. (d) Purchasers are not an underwriter and are acquiring the Shares and the Purchaser Note for Purchaser’s own account for investment only and not with a view towards distribution thereof within the meaning of the Act, the state securities laws and any other applicable laws. (e) Purchasers have the capacity to protect their interests in connection with the transactions contemplated hereby as a result of their business or financial expertise. (f) Purchasers acknowledge that the Shares purchased herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person in violation of federal and/or state securities laws. Disposition shall include, but is capable not limited to acts of bearing selling, assigning, transferring, pledging, encumbering, hypothecating, gifting, and any form of conveying, whether voluntary or not. (g) Purchasers acknowledge that neither the economic risks Issuer nor the Seller is under an obligation to register or seek an exemption under any federal, state or foreign securities acts for any of the Shares or any shares of common stock of the Issuer into which the Note may be converted or to cause or permit such investment;stock to be transferred in the absence of any registration or exemption and that the Purchasers herein may not transfer the Shares unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available. (h) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded The Purchasers have had the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning Issuer and the terms Seller and conditions of receive additional information from the offering of Issuer and the Securities Seller to the extent that the Issuer and the Seller possessed such information or could acquire it without unreasonable effort or expense necessary to evaluate the merits and the risks of investing any investment in the SecuritiesIssuer. Further, the Purchasers have been given or has had access to: (1) all material books and records of the Issuer that Purchaser has requested; (2) all material contracts and documents relating to the Issuer and this proposed transaction that Purchaser has requested; and the Purchaser has been afforded the (3) an opportunity to obtain such additional information which question the Company possesses or can acquire that is necessary to verify Seller and the accuracy and completeness appropriate executive officers of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; and (i) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interestIssuer.

Purchasers. Each Purchaser severally (and not jointly) hereby represents and warrants Supplier agrees to sell the Company solely as Products to such Purchaser that: (a) Customer and/or any of its affCiusltoimear Etnetitys”)(bo,) rfrancshisueebs osr id licensees of any Customer Entity F(ranechaisee”ch),, a(c“) distribCuustotmoerrEnstity tao uputrchhasoe arndidzisteribdute abnyyof thae Products to locations leased or owned by a Customer Entity D(isteribautcor”h),, apu“rsuant to separate agrDiestreibumtoersn, otr (sd) mabnuefatctuwreers ewhno S intend to incorporate any of the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act Products into other products and the Securities then transfer such product to be acquired by it a Customer Entity, FranchiseeM,anufoactrurer”D)i,s pursuant to this Agreement are being acquired for its own account and, as of separate agreements between Supplier and any such Manufacturers (the date hereof, not with entities referenced in these subsections(a)-(d) collPuerchcastersi”v)x.xx,A “s any Products by Supplier to a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that Purchaser shall be at the disposition of the Purchaser's property shall at all times be and remain within its control; (blocation(s) if the Purchaser is a corporation or partnership, the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized identified by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by the Purchaser. (d) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (e) , including, but not limited to, those restaurants or facilities licensed or owned by such Purchaser understands Purchaser, pursuant to a separate agreement. Supplier acknowledges and agrees that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transition Agreements; (f) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; (h) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; and (i) no part Customer Entity shall have any responsibility or liability with respect to a sale of any Products by Supplier to any Purchaser that is not a Customer Entity, (ii) no Customer Entity makes any representation or warranty as to the financial condition or solvency of any Purchaser, (iii) no Franchisee, Distributor, or Manufacturer is an agent of any Customer Entity, and (iv) no Customer Entity is acting or shall be deemed as a guarantor with respect to or otherwise liable for the acts or omissions of any other Purchaser, including, but not limited to, any failure of a Purchaser to make any payments for any Products. To the extent applicable, Supplier acknowledges that Customer has provided Supplier a list of its Distributors that will be initially engaged to deliver the Products as of the source Effective Date. In the event that Customer provides notice to Supplier that Supplier shall no longer do any business with any Purchaser, Supplier shall confirm receipt and work cooperatively with Customer on a transition plan of funds used by business with any such Purchaser as deemed appropriate in Cu, swhticoh mmaey irnc’ludse ansimomledeiate cdesisatsioncorf aell torisoomen possible. further delivery of the Products to such Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest.as practicably

Purchasers. Each Purchaser severally (Pursuant to Section 2.2(a) of the Purchase Agreement and not jointly) hereby represents and warrants to in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned security holder of the Company solely as to such Purchaser hereby irrevocably agrees that: , commencing upon the execution of the Purchase Agreement and continuing until the earlier of (a) 24 months from the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as date of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal Closing and state securities law; provided that the disposition of the Purchaser's property shall at all times be and remain within its control; (b) the first date by which (i) all of the Debentures purchased pursuant to the Purchase Agreement have been redeemed or converted and all of the shares of common stock, if any, issued upon conversion of the Debentures have been sold and (ii) 70% of the Warrants purchased pursuant to the Purchase Agreement have been exercised (the “Restriction Period”) the undersigned will not offer, sell, transfer, contract to sell, hypothecate, hedge, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or indirectly, including without limitation through an affiliate of the undersigned, within any three month period, any shares of common stock of the Company acquired upon conversion of shares of Series C Preferred Stock of the Company owned by the undersigned (collectively, the “Securities”) except by means of a private transaction in connection with which the proposed transferee agrees in writing to be bound by all of the provisions of this agreement prior to the consummation of such private transaction. Notwithstanding the foregoing, this agreement shall be void ab initio if the Purchaser is a corporation Closing does not occur on or partnershipbefore January 16, 2007. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement. The undersigned acknowledges that the execution, delivery and performance of this letter agreement (this “Letter Agreement”) is a material inducement to each Purchaser to complete the transactions contemplated by the Purchase Agreement and that each Purchaser (which shall be a third party beneficiary of this Letter Agreement) and the purchase Company shall be entitled to specific performance of the Securities pursuant hereto are within undersigned’s obligations hereunder. The undersigned hereby represents that the Purchaser's corporate or partnership powersundersigned has the power and authority to execute, as applicabledeliver and perform this Letter Agreement, that the undersigned has received adequate consideration therefore and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by that the Purchaser. (d) undersigned will indirectly benefit from the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation closing of the transactions contemplated by the Purchase Agreement. This letter agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, Purchasers holding at least 67% of the Debentures and Warrants purchased pursuant to the Purchase Agreement and the undersigned. This letter agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and thereby will notthe courts of the State of New York located in Manhattan, contravene for the purposes of any suit, action or constitute a default under proceeding arising out of or violation of relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) any provision it is not personally subject to the jurisdiction of applicable law such court, (ii) the suit, action or regulationproceeding is brought in an inconvenient forum, or (iiiii) the venue of the suit, action or proceeding is improper. The undersigned hereby waives any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (e) such Purchaser right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this Letter Agreement does not intend to create any relationship between the Securities have not been registered under the Securities Act undersigned and may not each Purchaser. Solomon Technologies, Inc. January ___, 2007 This Letter Agreement shall be transferred or sold except as specified in this Agreement or the remaining Transition Agreements; (f) this Agreement constitutes a valid binding on successors and binding agreement assigns of the Purchaser enforceable in accordance undersigned with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; (h) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar respect to the Securities and fully understands any such successor or assign shall enter into a similar agreement for the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects benefit of the Company sufficient to enable it to evaluate its investment in Purchasers. Solomon Technologies, Inc. January ___, 2007 The undersigned agrees that the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; and (i) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest.undersigned will permit:

Purchasers. Each Purchaser severally (and not jointly) hereby represents and warrants to the Company solely as to such Purchaser that: (a) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's property shall at all times be and remain within its control; (b) if the Purchaser is a corporation or partnership, the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by the Purchaser. (d) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (e) such Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transition Agreements; (f) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; (h) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; and; (i) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) the Purchaser is a corporation organized under the laws of the Nevis West Indies.

Purchasers. Each Purchaser severally (and not jointly) hereby represents and warrants the Indenture Trustee shall, at the expense of the Issuers, conduct a further review as directed by the Initial Purchasers, which further review shall be completed within 60 days after such request is made by the Initial Purchasers. Within 60 days after the end of the Pre-Funding Period, the Indenture Trustee shall review a random sample of 100 Contract Files pledged to the Company solely as to such Purchaser that: (a) Indenture Trustee for the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as benefit of the date hereofNoteholders on Subsequent Transfer Dates and issue a Trustee Certification evidencing (i) its review of each such Contract File and that each such Contract File contained the Required Contract File Items and (ii) each such item has not been mutilated, not with a view towardtorn or otherwise destroyed. Within 30 days after each Substitute Transfer Date, or the Indenture Trustee shall review the Contract Files pledged to the Indenture Trustee for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition benefit of the Purchaser's property Noteholders on such Substitute Transfer Date and issue a Trustee Certification evidencing (i) its review of each such Contract File and that each such Contract File contained the Required Contract File Items and (ii) each such item has not been mutilated, torn or otherwise destroyed. The Custodian, on behalf of the Indenture Trustee shall at all times be and remain within its control; (b) if the Purchaser is a corporation or partnership, the execution, delivery and performance maintain possession of this Agreement and the purchase each Contract File on behalf of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by the Purchaser. (d) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (e) such Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transition Agreements; (f) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable Noteholders in accordance with its termscustomary custodial policies and procedures and shall only release Contract Files to, subject or at the direction of, the Servicer in accordance with Section 3.01 of the Servicing Agreement. The Indenture Trustee shall not be liable with respect to (i) applicable bankruptcy, insolvency any action taken or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) the Purchaser has such knowledge and experience in financial and business matters so as omitted to be capable taken by the Custodian with respect to the Contract Files under the Transaction Documents and each of evaluating the merits and risks of its investment in Noteholders, the Securities Originator, the Servicer, the Issuers and the Purchaser is capable of bearing Transferors hereby releases, waives, discharges, exculpates and covenants not to xxx the economic risks of such investment; (h) Indenture Trustee for any action taken or omitted to be taken by the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar Custodian with respect to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; and (i) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interestContract Files.

Purchasers. Each Purchaser severally (and not jointly) hereby represents and warrants to the Company solely as to such Purchaser that: (a) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's property shall at all times be and remain within its control; (b) if the Purchaser is a corporation or partnership, the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (c) this Agreement has been duly executed and delivered by the Purchaser. (d) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (e) such Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transition AgreementsAgreement; (f) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; (h) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; and; (i) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest; and (j) the Purchaser is a corporation organized under the laws of the Nevis West Indies.

Purchasers. Each As of the Closing Date (or such later date on ---------- which it acquires its Certificate in accordance with Section 6.3), each ----------- Purchaser severally (and not jointly) hereby represents and warrants (and each Assignee shall be deemed to represent and warrant as of the Company solely as to such Purchaser date that its assignment becomes effective) that: (a) the Purchaser it is an "accredited investor" within the meaning as that term is defined in any of paragraphs (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or a "Qualified Institutional Buyer" under Rule 144A and Section 4(2) of the Securities to be acquired by it pursuant to this Agreement are being acquired for Act, and is not purchasing its own account and, as of the date hereof, not Certificate with a view toward, or for sale in connection with, any to making a distribution thereof except in compliance with applicable United States federal and state securities law; provided that (within the disposition meaning of the Purchaser's property shall at all times be and remain within its controlSecurities Act); (b) it (a) is not, and is not purchasing its Certificate directly or indirectly on behalf of, or with the assets of, an ERISA plan; (i) No more than 100 Persons may be Certificateholders at any one time, (ii) the Certificates shall not be registered under the Securities Act nor listed on any exchange, (iii) if the Purchaser is a corporation or partnership, the execution, delivery and performance of investment in this Agreement and the purchase Certificate represents substantially all of the Securities pursuant hereto are within value of the Purchaser's corporate or assets, then the investment is not being made for the principal purpose of avoiding the 100 partner representation of the private placement exemption to the "publicly traded partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership actionrule" under Treasury Regulation 1-7704-1(h)(3); (c) this Agreement has been duly executed and delivered by the Purchaser. (d) it confirms it has had the execution opportunity to request financial and delivery other information as it has deemed necessary in connection with its decision to purchase the Certificates, and has received and carefully read and is familiar with the information provided by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Transferor in such Purchaserconnection; (e) such Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transition Agreements; (f) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) the Purchaser it has such knowledge and experience in financial and business matters so as to be that it is capable of evaluating the merits and risks of its investment in purchasing the Securities and the Purchaser is capable of bearing the economic risks of such investmentCertificates; (hf) the Purchaser is knowledgeableCertificates are being acquired solely for the Purchaser's own account, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary offor investment, and are not being purchased with a present view to receive answers fromor for the resale, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securitiesdistribution, subdivision or fractionalization thereof; and the Purchaser has been afforded agrees that such Certificates will not be sold without redistribution under the opportunity to obtain such additional information which Securities Act or an exemption therefrom, and then solely in a accordance with the Company possesses or can acquire that is necessary to verify the accuracy and completeness terms of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereonPooling Agreement; and (ig) no part this Agreement has been duly and validly authorized by the Purchasers and will constitute the valid and legally binding obligation of the source of funds used by Purchasers, enforceable against the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser Purchasers in which any employee benefit plan (or accordance with its related trust) has any interestterms.

Purchasers. Each Purchaser severally (and but not jointly) hereby represents and warrants to the Company solely as to such Purchaser that: (a) the Purchaser is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S (a copy of which definition is attached hereto as SCHEDULE 5.1(a), and such Purchaser is not an entity organized or incorporated under the laws of any foreign jurisdiction by any U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless the Purchaser is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Securities Act) and who are not natural persons, estates or trusts; (b) the Convertible Instruments were not offered to the Purchaser in the United States and at the time of execution of this Agreement and at the time the buy order was originated, and of any offer to such Purchaser to purchase the Convertible Instruments hereunder, such Purchaser was outside the United States; (c) the Purchaser is purchasing the Convertible Instruments for its own account and not on behalf of or for the benefit of any U.S. person and the resale of the Convertible Instruments and Conversion Shares has not been prearranged with any buyer in the United States, and that any sale of the Convertible Instruments or Conversion Shares following the expiration of the Restricted Period may be made only pursuant to the registration of such Securities or an applicable exemption therefrom; (d) the Purchaser agrees that all offers and sales of the Convertible Instruments prior to the expiration of the Restricted Period shall not be made to U.S. persons or for the account or benefit of U.S. persons or within the United States and shall otherwise be made in compliance with the provisions of Regulation S; (e) the Purchaser has not been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) with respect to the offering of the Convertible Instruments; (f) the Purchaser shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each Person who acts as a distributor, dealer or a Person receiving a selling concession, fee or other remuneration in respect of any of the Convertible Instruments, who purchases prior to the expiration of the Restricted Period a confirmation or other notice to the Person stating that the Person is subject to the same restrictions on offers and sales as the Person pursuant to Section 901(c)(2)(iv) of Regulation S; (g) the Purchaser has not engaged in any "direct selling efforts" (as such term is defined in Regulation S) and has no present plan or intention of selling the Securities in the United States, has made no predetermined arrangements to sell the Securities (other than the registration provisions contained in the Registration Rights Agreement, which pertain only to a potential method of disposing of the shares of Common Stock) and that the offering of the Securities, together with any subsequent resale by any Purchaser of the Securities, is not part of a plan or scheme on the part of Purchaser to evade the registration provisions of the Securities Act; (h) the Purchaser currently does not have a short position in the Company's Common Stock, including any short call position or any long put position or any contract or arrangement that has the effect of eliminating or substantially diminishing the risk of ownership of the Convertible Instruments, nor has any Purchaser engaged in any hedging transaction with respect to the Convertible Instruments (or the Common Stock of the Company); (i) The Purchaser is not an officer, director or "affiliate" (as that term is defined in Rule 405 under the Securities Act) of the company or an "underwriter" or "dealer" (as such terms are defined in the federal securities law of the United States). If the Purchaser becomes an affiliate of the Company at any time after purchasing the Debentures, the Purchaser understands and agrees that every sale made by it thereafter must be made in compliance with the provisions of Rule 144 of the Act (except for the four (4) year holding period requirement), including the filing of Form 144 with the Commission at the time of the sale, as required under Rule 144. The Purchaser understands and agrees that the provisions of Rule 144, if at any time applicable to it, are separate and apart from and independent of any restrictions imposed by Regulation S and will apply even after the expiration oft he applicable restricted period under Regulation S. (j) If at any time after the expiration of the restricted period the Purchaser wishes to transfer or attempts to transfer the Debentures to a U.S. Person, Purchaser agrees to notify the Company if at such time it is an "affiliate" of the Company or is then acting as an "underwriter", "dealer" or "distributor" as to such Debentures (as such terms are defined in the federal securities laws of the United States or the regulations promulgated thereunder, including, but not limited to, Regulation S), or if such transfer is being made as apart of a plan or scheme to evade the registration provisions of the Securities Act. (k) this Agreement and the remaining Transaction Agreements to which it is a party have been duly executed and delivered in London, England by the Purchaser. (l) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's property (including the Conversion Shares) shall at all times be and remain within its control; (bm) if the Purchaser is a corporation or partnership, the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant hereto are within the Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action; (cn) this Agreement has been duly executed and delivered by the Purchaser. (d) the execution and delivery by the Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon such Purchaser; (eo) such Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transition AgreementsAgreement; (fp) this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, terms when executed and delivered by the Company (subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability); (gq) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; (hr) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; and (is) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest.

Purchasers. Each Purchaser severally (and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Initial Purchasers' respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective principal amount of Securities they have purchased hereunder, and not jointlyjoint. (e) hereby represents The Company and warrants the Initial Purchasers agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the Company solely as limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities resold by it in the initial placement of such Securities were offered to investors exceeds the amount of any damages that such Initial Purchaser that: has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (a) the Purchaser is an "accredited investor" within the meaning of Rule 501(aSection 11(f) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of the Purchaser's property shall at all times be and remain within its control; (b) if the Purchaser is a corporation or partnership, the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant hereto Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are within the Purchaser's corporate not exclusive and shall not limit any rights or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate remedies which may otherwise be available to any indemnified party at law or partnership action; (c) this Agreement has been duly executed and delivered by the Purchaserin equity. (df) The indemnity and contribution provisions contained in this Section 8 and the execution representations, warranties and delivery by the Purchaser other statements of the Transaction Agreements to which it is a party does not, Company contained in this Agreement shall remain operative and the consummation of the transactions contemplated hereby in full force and thereby will not, contravene or constitute a default under or violation effect regardless of (i) any provision termination of applicable law or regulationthis Agreement, or (ii) any agreement, judgment, injunction, order, decree investigation made by or other instrument binding upon such Purchaser; (e) such on behalf of any Initial Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement any person controlling any Initial Purchaser or the remaining Transition Agreements; (f) this Agreement constitutes a valid and binding agreement by or on behalf of the Purchaser enforceable in accordance with Company, its terms, subject to (i) applicable bankruptcy, insolvency officers or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability; (g) the Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment; (h) the Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; the Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; the Purchaser has been afforded access to information about directors or any person controlling the Company and the financial condition, results (iii) acceptance of operations, property, management and prospects payment for any of the Company sufficient to enable it to evaluate its investment in the Securities; the Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and the risks of investing in the Securities; and the Purchaser has been afforded the opportunity to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness of the information given to the Purchaser concerning the Company. The foregoing does not in any way relieve the Company of its representations and other undertakings hereunder, and shall not limit any Purchaser's ability to rely thereon; and (i) no part of the source of funds used by the Purchaser to acquire the Securities constitutes assets allocated to any separate account maintained by the Purchaser in which any employee benefit plan (or its related trust) has any interest.