Common use of Representations and Warranties by Investor Clause in Contracts

Representations and Warranties by Investor. The Investor hereby represents and warrants to the Company that: (a) it is an "accredited investor" as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Act"); (b) it has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company; (c) it has received and read the Report and has evaluated the risks of investing in the Company; (d) it has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the Report or such other information as it desired in order to evaluate its investment; (e) in making its decision to purchase the Preferred Stock herein subscribed for, it has relied solely upon the Report, the representations, warranties, agreements, under- takings and acknowledgments of the Company in this Agreement and independent investigations made by it; (f) it understands that an investment in the Company involves certain risks and it has taken full cognizance of and understands such risks, including those set forth in the Report; (g) it understands that neither the Preferred Stock nor the shares of Common Stock of the Company, par value $.01 per share, into which the Preferred Stock is convertible (the "Common Stock") has been registered under the Act, and agrees that neither the Preferred Stock nor the Common Stock may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and subject to the terms of this Subscription Agreement; (h) it understands that no federal or state agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Preferred Stock; (i) the Preferred Stock herein subscribed for is being acquired by it in good faith solely for its own account, for investment purposes and not with a view to subdivision, distribution or resale. It will not sell or otherwise dispose of any shares of the Preferred Stock or Common Stock, as the case may be, unless: i) it shall have advised the Company in writing that it intends to dispose of such shares of Preferred Stock or Common Stock, as the case may be, in a manner to be described in such advice, and counsel reasonably acceptable to the Company shall have delivered to the Company an opinion that registration is not required under the Act or under any applicable securities laws of any jurisdiction; or ii) a registration statement on an appropriate form under the Act, or a post-effective amendment to such registration statement, covering the proposed sale or other disposition of such shares of Preferred Stock or Common Stock, as the case may be, shall be in effect under the Act and such shares of Preferred Stock or Common Stock or the proposed sale or other disposition thereof shall have been registered or qualified under applicable securities laws of any jurisdiction. The Investor undertakes to notify the Company as soon as practicable of any material change in any representation, warranty or other information relating to the Investor set forth herein which occurs prior to the Closing in order to insure compliance of the Investor with the terms of this Agreement. The Investor acknowledges and agrees that the certificates representing the Preferred Stock and the Common Stock shall bear the following legend (unless not required under the Act): "The securities represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold, exchanged, hypothecated or transferred in any manner except in compliance with that certain Subscription Agreement dated as of March 29, 1996 among the Corporation and various stockholders of the Corporation." The Investor also acknowledges that the Company may place a stop transfer order against transfer of the Preferred Stock and the Common Stock, if necessary in the Company's reasonable judgment in order to assure compliance by the Investor with the terms of this Agreement. Each Investor located in the Commonwealth of Pennsylvania further acknowledges and agrees that such Investor cannot sell the Preferred Stock for a period of twelve (12) months from the date of purchase thereof except as permitted by the Pennsylvania Securities Act of 1972. If the Investor is a partnership, corporation, trust or other entity, the Investor represents and warrants that (i) the individual executing this Agreement has appropriate authority to act on behalf of the Investor and (ii) the Investor was not specifically formed to acquire the Preferred Stock subscribed for hereby. If the Investor is a partnership, the Investor further represents that the funds to make this investment were not derived from additional capital contributions of the partners of such partnership made solely for the purpose of enabling such partnership to purchase the Preferred Stock and that such partnership was not formed solely for the purpose of enabling such partnership to purchase the Preferred Stock. The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by the Investor with the intent that they be relied upon in determining its suitabil- ity as a purchaser of Preferred Stock.

Representations and Warranties by Investor. The Investor hereby represents and warrants to the Company that: (a) it is an "accredited investor" as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Act"); (b) it has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company; (b) it understands that the Preferred Stock involves risk of loss of such Investor's investment; (c) its financial situation is such that such Investor is able to bear the economic risks of its investment made hereby and at the present time and in the foreseeable future could afford a complete loss of such investment; (d) it has received and carefully read the Confidential Private Placement Memorandum dated May 1, 1996 and the annexes thereto (collectively, the "PPM"), relating to the Offering, and the Report and has evaluated the risks of investing in the Company; (de) it has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the PPM and Report or such other information as it desired in order to evaluate its investment; (ef) in making its decision to purchase the Preferred Stock herein subscribed for, it has relied solely upon the PPM, the Report, the representations, warranties, agreements, under- takings undertakings and acknowledgments of the Company in this Agreement and independent investigations made by it; (fg) it understands that an investment in the Company involves certain risks and it has taken full cognizance of and understands such risks, including those set forth in the PPM and Report; (gh) it understands that neither the Preferred Stock nor the shares of Common Stock of the Company, par value $.01 per share, into which the Preferred Stock is convertible (the "Common Stock") has been registered under the Securities Act of 1933, as amended (the "Act"), and agrees that neither the Preferred Stock nor the Common Stock may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and subject to the terms of this Subscription Agreement; (hi) it understands that no federal or state agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Preferred Stock; (ij) the Preferred Stock herein subscribed for is being acquired by it in good faith solely for its own account, for investment purposes and not with a view to subdivision, distribution or resale. It will not sell or otherwise dispose of any shares of the Preferred Stock or Common Stock, as the case may be, unless: i) it shall have advised the Company in writing that it intends to dispose of such shares of Preferred Stock or Common Stock, as the case may be, in a manner to be described in such advice, and counsel reasonably acceptable to the Company shall have delivered to the Company an opinion that registration is not required under the Act or under any applicable securities laws of any jurisdiction; or ii) a registration statement on an appropriate form under the Act, or a post-effective amendment to such registration statement, covering the proposed sale or other disposition of such shares of Preferred Stock or Common Stock, as the case may be, shall be in effect under the Act and such shares of Preferred Stock or Common Stock or the proposed sale or other disposition thereof shall have been registered or qualified under applicable securities laws of any jurisdiction. The Investor undertakes to notify the Company as soon as practicable of any material change in any representation, warranty or other information relating to the Investor set forth herein which occurs prior to the Closing in order to insure compliance of the Investor with the terms of this Agreement. The Investor acknowledges and agrees that the certificates representing the Preferred Stock and the Common Stock shall bear the following legend (unless not required under the Act): "The securities represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold, exchanged, hypothecated or transferred in any manner except in compliance with that certain Subscription Agreement dated as of March 29May 7, 1996 among the Corporation and various stockholders of the Corporation." The Investor also acknowledges that the Company may place a stop transfer order against transfer of the Preferred Stock and the Common Stock, if necessary in the Company's reasonable judgment in order to assure compliance by the Investor with the terms of this Agreement. Each Investor located in the Commonwealth of Pennsylvania further acknowledges and agrees that such Investor cannot sell the Preferred Stock for a period of twelve (12) months from the date of purchase thereof except as permitted by the Pennsylvania Securities Act of 1972. If the Investor is a partnership, corporation, trust or other entity, the Investor represents and warrants that (i) the individual executing this Agreement has appropriate authority to act on behalf of the Investor and (ii) the Investor was not specifically formed to acquire the Preferred Stock subscribed for hereby. If the Investor is a partnership, the Investor further represents that the funds to make this investment were not derived from additional capital contributions of the partners of such partnership made solely for the purpose of enabling such partnership to purchase the Preferred Stock and that such partnership was not formed solely for the purpose of enabling such partnership to purchase the Preferred Stock. The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by the Investor with the intent that they be relied upon in determining its suitabil- ity as a purchaser of Preferred Stock.

Representations and Warranties by Investor. The Each Investor hereby severally represents and warrants to the Company that: (a) it is an "accredited investor" as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Act"); (b) it has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company; (c) it understands that the Common Stock involves risk of loss of such Investor's investment; (d) its financial situation is such that such Investor is able to bear the economic risks of its investment made hereby and at the present time and in the foreseeable future could afford a complete loss of such investment; (e) it has received and carefully read the Report Reports and has evaluated the risks of investing in the Company; (df) it has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the Report Reports or such other information as it desired in order to evaluate its investment; (eg) in making its decision to purchase the Preferred Common Stock herein subscribed for, it has relied solely upon the ReportReports, certain other written materials provided by the Company including, without limitation current backlog reports (such other materials, collectively the "Materials"), and the representations, warranties, agreements, under- takings undertakings and acknowledgments of the Company in this Agreement and independent investigations made by it; (fh) it understands that an investment in the Company involves certain risks and it has taken full cognizance of and understands such risks, including those set forth in the Report; (gi) it understands that neither the Preferred Stock nor the shares of Common Stock of the Company, par value $.01 per share, into which the Preferred Stock is convertible (the "Common Stock") has not been registered under the Act, Act and agrees that neither the Preferred Stock nor the Common Stock may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and subject to the terms of this Subscription Agreement; (hj) it understands that no federal or state agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Preferred Common Stock; (ik) the Preferred Common Stock herein subscribed for is being acquired by it in good faith solely for its own account, for investment purposes and not with a view to subdivision, distribution or resale. It will not sell or otherwise dispose of any shares of the Preferred Stock or Common Stock, as the case may be, unless: i) it shall have advised the Company in writing that it intends to dispose of such shares of Preferred Common Stock or Common Stock, as the case may be, in a manner to be described in such advice, and counsel reasonably acceptable to the Company shall have delivered to the Company an opinion that registration is not required under the Act or under any applicable securities laws of any jurisdiction; or ii) a registration statement on an appropriate form under the Act, or a post-effective amendment to such registration statement, covering the proposed sale or other disposition of such shares of Preferred Common Stock or Common Stock, as the case may be, shall be in effect under the Act and such shares of Preferred Stock or Common Stock or the proposed sale or other disposition thereof shall have been registered or qualified under applicable securities laws of any jurisdiction. The Each Investor undertakes to notify the Company as soon as practicable of any material change in any representation, warranty or other information relating to the Investor set forth herein which occurs prior to the Closing in order to insure compliance of the Investor with the terms of this Agreement. The Each Investor acknowledges and agrees that the certificates representing the Preferred Stock and the Common Stock shall bear the following legend (unless not required under the Act): "The securities represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold, exchanged, hypothecated or transferred in any manner except in compliance with that certain Subscription Agreement dated as of March 29November 3, 1996 among 1997 between the Corporation Company and various stockholders of the CorporationInvestors named therein." The Each Investor also acknowledges that the Company may place a stop transfer order against transfer of the Preferred Stock and the Common Stock, if necessary in the Company's reasonable judgment in order to assure compliance by the Investor with the terms of this Agreement. Each Investor located in the Commonwealth of Pennsylvania further acknowledges and agrees that such Investor cannot sell the Preferred Stock for a period of twelve (12) months from the date of purchase thereof except as permitted by the Pennsylvania Securities Act of 1972. If the Investor is a partnership, corporation, trust or other entity, the Investor represents and warrants that (i) the individual executing this Agreement has appropriate authority to act on behalf of the Investor and (ii) the Investor was not specifically formed to acquire the Preferred Common Stock subscribed for hereby. If the Investor is a partnership, the Investor further represents that the funds to make this investment were not derived from additional capital contributions of the partners of such partnership made solely for the purpose of enabling such partnership to purchase the Preferred Common Stock and that such partnership was not formed solely for the purpose of enabling such partnership to purchase the Preferred Common Stock. The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by the Investor with the intent that they be relied upon in determining its suitabil- ity suitability as a purchaser of Preferred Common Stock.

Representations and Warranties by Investor. The Investor hereby represents and warrants to the Company that: (a) it It is an "accredited investor" as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Act");. (b) it It has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company;. (c) it It has received and read the Report Reports and has evaluated the risks of investing in the Company;. (d) it It has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the Report Reports or such other information as it desired in order to evaluate its investment;. (e) in In making its decision to purchase the Preferred Stock herein subscribed for, it has relied solely upon the ReportReports, the representations, warranties, agreements, under- takings undertakings and acknowledgments of the Company in this Agreement Agreement, and independent investigations made by it;the Company. (f) it It understands that an investment in the Company involves certain risks and it has taken full cognizance of and understands such risks, including those set forth in the Report;Reports. (g) it It understands that neither the Preferred Stock nor the shares of Common Stock of the Company, par value $.01 per share, into which the Preferred Stock is convertible (the "Common Stock") has been registered under the Act, and agrees that neither the Preferred Stock nor the Common Stock may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and subject to the terms of this Subscription Agreement; (h) it understands that no federal or state agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Preferred Stock;. (i) the The Preferred Stock herein subscribed for is being acquired by it in good faith solely for its own account, for investment purposes and not with a view to subdivision, distribution or resale. It , and the Investor will not sell or otherwise dispose of any shares of the Preferred Stock or Common Stock, as the case may be, unless: (i) it shall have has advised the Company in writing that it intends to dispose of such shares of Preferred Stock or Common Stock, as the case may be, in a manner to be described in such advice, and counsel reasonably acceptable to the Company shall have has delivered to the Company an opinion that registration is not required under the Act or under any applicable securities laws of any jurisdiction; or (ii) a registration statement on an appropriate form under the Act, or a post-effective amendment to such registration statement, covering the proposed sale or other disposition of such shares of Preferred Stock or Common Stock, as the case may be, shall be is in effect under the Act and such shares of Preferred Stock or Common Stock or the proposed sale or other disposition thereof shall have been registered or qualified under applicable securities laws of any jurisdiction. . (j) The Investor undertakes to notify the Company as soon as practicable of any material change in any representation, warranty or other information relating to the Investor set forth herein which occurs prior to the Closing in order to insure compliance of the Investor with the terms of this Agreement. . (k) The Investor acknowledges and agrees that the certificates representing the Preferred Stock and the Common Stock shall will bear the following legend (unless not required under the Act): "The securities represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold, exchanged, hypothecated or transferred in any manner except in compliance with that certain Subscription Agreement dated as of March 29September 3, 1996 1998 among the Corporation Company and various stockholders of the CorporationCompany." " (l) The Investor also acknowledges that the Company may place a stop transfer order against transfer of the Preferred Stock and the Common Stock, if necessary in the Company's reasonable judgment in order to assure compliance by the Investor with the terms of this Agreement. . (m) Each Investor located in the Commonwealth of Pennsylvania further acknowledges and agrees that such Investor cannot sell the Preferred Stock for a period of twelve (12) months from the date of purchase thereof except as permitted by the Pennsylvania Securities Act of 1972. If the Investor is a partnership, corporation, trust or other entity, the Investor represents and warrants that . (io) the individual executing this Agreement has appropriate authority to act on behalf of the Investor and (ii) the Investor was not specifically formed to acquire the Preferred Stock subscribed for hereby. If the Investor is a partnership, the Investor further represents that the funds to make this investment were not derived from additional capital contributions of the partners of such partnership made solely for the purpose of enabling such partnership to purchase the Preferred Stock and that such partnership was not formed solely for the purpose of enabling such partnership to purchase the Preferred Stock. The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by the Investor with the intent that they be relied upon in determining its suitabil- ity suitability as a purchaser of Preferred Stock.

Representations and Warranties by Investor. The Investor hereby represents and warrants to the Company that: (a) it is an "accredited investor" as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Act"); (b) it has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company; (c) it has received and read the Report Reports and has evaluated the risks of investing in the Company; (d) it has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the Report Reports or such other information as it desired in order to evaluate its investment; (e) in making its decision to purchase the Preferred Stock Securities herein subscribed for, it has relied solely upon the ReportReports, the representations, warranties, agreements, under- takings undertakings and acknowledgments of the Company in this Subscription Agreement and independent investigations made by it; (f) it understands that an investment in the Company involves certain risks and it has taken full cognizance of and understands such risks, including those set forth in the ReportReports; (g) it understands that neither none of the Preferred Stock nor Stock, the Warrant, the shares of Common Stock of the Company, par value $.01 per share, into which the Preferred Stock is convertible (and the "shares of Common Stock") Stock for which the Warrant is exercisable has been registered under the Act, and agrees that neither the Preferred Stock nor Stock, the Warrant and the Common Stock may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and subject to the terms of this Subscription Agreement; (h) it understands that no federal or state agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Preferred Stock; (i) the Preferred Stock Securities herein subscribed for is are being acquired by it in good faith solely for its own account, for investment purposes and not with a view to subdivision, distribution or resale. It will not sell or otherwise dispose of any shares of the Preferred Stock or Common StockStock or the Warrant, as the case may be, unless: (i) it shall have advised the Company in writing that it intends to dispose of such shares of Preferred Stock or Common StockStock or the Warrant, as the case may be, in a manner to be described in such advice, and counsel reasonably acceptable to the Company and its counsel shall have delivered to the Company an opinion reasonably acceptable to the Company and its counsel that registration is not required under the Act or under any applicable securities laws of any jurisdiction; or (ii) a registration statement on an appropriate form under the Act, or a post-effective amendment to such registration statement, covering the proposed sale or other disposition of such shares of Preferred Stock or Common Stock, as the case may be, shall be in effect under the Act and such shares of Preferred Stock or Common Stock or the proposed sale or other disposition thereof shall have been registered or qualified under applicable securities laws of any jurisdiction. The Investor undertakes to notify the Company as soon as practicable of any material change in any representation, warranty or other information relating to the Investor set forth herein which occurs prior to the Closing in order to insure compliance of the Investor with the terms of this Agreement. The Investor acknowledges and agrees that the certificates representing the Preferred Stock and the Common Stock shall bear the following legend (unless not required subsequently registered under the Act): "The securities represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold, exchanged, hypothecated or transferred in any manner except in compliance with such Act and that certain Subscription Agreement dated as of March 29_______, 1996 among 1997 between the Corporation and various stockholders of the Corporation." _________________________. The Investor also acknowledges that the Company may place a stop transfer order against transfer of the Preferred Stock and the Common Stock, if necessary in the Company's reasonable judgment in order to assure compliance by the Investor with the terms of this Agreement. Each If the Investor is located in the Commonwealth of Pennsylvania Pennsylvania, the Investor further acknowledges and agrees that such Investor cannot sell the Preferred Stock for a period of twelve (12) months from the date of purchase thereof except as permitted by the Pennsylvania Securities Act of 1972. If the Investor is a partnership, corporation, trust or other entity, the Investor represents and warrants that (i) the individual executing this Agreement has appropriate authority to act on behalf of the Investor and (ii) the Investor was not specifically formed to acquire the Preferred Stock subscribed for hereby. If the Investor is a partnership, the Investor further represents that the funds to make this investment were not derived from additional capital contributions of the partners of such partnership made solely for the purpose of enabling such partnership to purchase the Preferred Stock Securities and that such partnership was not formed solely for the purpose of enabling such partnership to purchase the Preferred StockSecurities. This Agreement has been duly executed and delivered by or on behalf of the Investor and constitutes the valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms. The Investor understands that the Securities are being offered and sold, and the shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrant are being offered, to it in reliance on specific exemptions from the registration requirements of the Act and that the Company is relying on the foregoing representations, warranties, agreements, undertakings and acknowledgments are made by the Investor with the intent that they be relied upon in determining its suitabil- ity the availability of such exemptions and the Investor's suitability as a purchaser of Preferred Stockthe Securities.

Representations and Warranties by Investor. The Investor hereby represents and warrants to the Company that: (a) it is an "accredited investor" as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Act"); (b) it has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company; (c) it understands that the Common Stock involves risk of loss of such Investor's investment; (d) its financial situation is such that such Investor is able to bear the economic risks of its investment made hereby and at the present time and in the foreseeable future could afford a complete loss of such investment; (e) it has received and read the Report Reports and has evaluated the risks of investing in the Company; (df) it has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the Report or such other information as it desired in order to evaluate its investment; (e) in making its decision to purchase the Preferred Stock herein subscribed for, it has relied solely upon the Report, the representations, warranties, agreements, under- takings and acknowledgments of the Company in this Agreement and independent investigations made by it; (fg) it understands that an investment in the Company involves certain risks and it has taken full cognizance of and understands such risks, including those set forth in the Report; (gh) it understands that neither the Preferred Stock nor the shares of Common Stock of the Company, par value $.01 per share, into which the Preferred Stock is convertible (the "Common Stock") has not been registered under the Act, Act and agrees that neither the Preferred Stock nor the Common Stock may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and subject to the terms of this Subscription Agreement; (hi) it understands that no federal or state agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Preferred Common Stock; (ij) the Preferred Common Stock herein subscribed for is being acquired by it in good faith solely for its own account, for investment purposes and not with a view to subdivision, distribution or resale. It will not sell or otherwise dispose of any shares of the Preferred Stock or Common Stock, as the case may be, unless: i) it shall have advised the Company in writing that it intends to dispose of such shares of Preferred Common Stock or Common Stock, as the case may be, in a manner to be described in such advice, and counsel reasonably acceptable to the Company shall have delivered to the Company an opinion that such transfer may be lawfully made without registration is not required under the Act or under any applicable securities laws of any jurisdiction; or ii) a registration statement on an appropriate form under the Act, or a post-effective amendment to such registration statement, covering the proposed sale or other disposition of such shares of Preferred Common Stock or Common Stock, as the case may be, shall be in effect under the Act and such shares of Preferred Stock or Common Stock or the proposed sale or other disposition thereof shall have been registered or qualified under applicable securities laws of any jurisdiction. The Investor undertakes to notify the Company as soon as practicable of any material change in any representation, warranty or other information relating to the Investor set forth herein which occurs prior to the Closing in order to insure compliance of the Investor with the terms of this Agreement. The Investor acknowledges and agrees that the certificates representing the Preferred Stock and the Common Stock shall bear the following legend (unless not required under the Act): "The securities represented by this certificate have not been registered under the Securities Act of 1933 or under any state securities law and may not be sold, exchanged, hypothecated or transferred in any manner except in compliance with federal and state securities laws and that certain Subscription Agreement dated as of March 29November 7, 1996 1997 among the Corporation Company and various stockholders of investors in the CorporationCompany." The Investor also acknowledges that the Company may place a stop transfer order against transfer of the Preferred Stock and the Common Stock, if necessary in the Company's reasonable judgment in order to assure compliance by the Investor with the terms of this Agreement. Each The Investor located in the Commonwealth of Pennsylvania further acknowledges represents and agrees warrants that such Investor cannot sell the Preferred Stock for a period of twelve (12) months from the date of purchase thereof except as permitted this Agreement has been duly and validly executed by the Pennsylvania Securities Act Investor and constitutes the legal, valid and binding agreement of 1972the Investor, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto. If the Investor is an individual, the Investor represents and warrants that the Investor has the legal capacity to enter into this Agreement and to carry out the transactions contemplated herein. If the Investor is a partnership, corporation, trust or other entity, the Investor represents and warrants that (i) the individual executing this Agreement has appropriate authority to act on behalf of the Investor and (ii) the Investor was not specifically formed to acquire the Preferred Common Stock subscribed for hereby. If the Investor is a partnership, the Investor further represents that the funds to make this investment were not derived from additional capital contributions of the partners of such partnership made solely for the purpose of enabling such partnership to purchase the Preferred Stock and that such partnership was not formed solely for the purpose of enabling such partnership to purchase the Preferred Stock. If the Investor is an individual, the Investor represents and warrants that the Investor is a bona fide resident of the state of ___________. If the Investor is a partnership, corporation, trust or other entity, the Investor represents and warrants that its is organized under the laws of the state of _____________ and its principal place of business is located in the state of ______________. The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by the Investor with the intent that they be relied upon in determining its suitabil- ity suitability as a purchaser of Preferred Common Stock.

Representations and Warranties by Investor. The Each Investor hereby severally represents and warrants to the Company that: (a) it is an "accredited investor" as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Act"); (b) it has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company; (c) it understands that the Common Stock involves risk of loss of such Investor's investment; (d) its financial situation is such that such Investor is able to bear the economic risks of its investment made hereby and at the present time and in the foreseeable future could afford a complete loss of such investment; (e) it has received and carefully read the Report Reports and has evaluated the risks of investing in the Company; (df) it has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the Report Reports or such other information as it desired in order to evaluate its investment; (eg) in making its decision to purchase the Preferred Common Stock herein subscribed for, it has relied solely upon the ReportReports, certain other written materials provided by the Company including, without limitation current backlog reports (such other materials, collectively the "Materials"), and the representations, warranties, agreements, under- takings undertakings and acknowledgments of the Company in this Agreement and independent investigations made by it; (fh) it understands that an investment in the Company involves certain risks and it has taken full cognizance of and understands such risks, including those set forth in the Report; (gi) it understands that neither the Preferred Stock nor the shares of Common Stock of the Company, par value $.01 per share, into which the Preferred Stock is convertible (the "Common Stock") has not been registered under the Act, Act and agrees that neither the Preferred Stock nor the Common Stock may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and subject to the terms of this Subscription Agreement; (hj) it understands that no federal or state agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Preferred Common Stock; (ik) the Preferred Common Stock herein subscribed for is being acquired by it in good faith solely for its own account, for investment purposes and not with a view to subdivision, distribution or resale. It will not sell or otherwise dispose of any shares of the Preferred Stock or Common Stock, as the case may be, unless: i) it shall have advised the Company in writing that it intends to dispose of such shares of Preferred Common Stock or Common Stock, as the case may be, in a manner to be described in such advice, and counsel reasonably acceptable to the Company shall have delivered to the Company an opinion that registration is not required under the Act or under any applicable securities laws of any jurisdiction; or ii) a registration statement on an appropriate form under the Act, or a post-post- effective amendment to such registration statement, covering the proposed sale or other disposition of such shares of Preferred Common Stock or Common Stock, as the case may be, shall be in effect under the Act and such shares of Preferred Stock or Common Stock or the proposed sale or other disposition thereof shall have been registered or qualified under applicable securities laws of any jurisdiction. The Each Investor undertakes to notify the Company as soon as practicable of any material change in any representation, warranty or other information relating to the Investor set forth herein which occurs prior to the Closing in order to insure compliance of the Investor with the terms of this Agreement. The Each Investor acknowledges and agrees that the certificates representing the Preferred Stock and the Common Stock shall bear the following legend (unless not required under the Act): "The securities represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold, exchanged, hypothecated or transferred in any manner except in compliance with that certain Subscription Agreement dated as of March 29November 3, 1996 among 1997 between the Corporation Company and various stockholders of the CorporationInvestors named therein." The Each Investor also acknowledges that the Company may place a stop transfer order against transfer of the Preferred Stock and the Common Stock, if necessary in the Company's reasonable judgment in order to assure compliance by the Investor with the terms of this Agreement. Each Investor located in the Commonwealth of Pennsylvania further acknowledges and agrees that such Investor cannot sell the Preferred Stock for a period of twelve (12) months from the date of purchase thereof except as permitted by the Pennsylvania Securities Act of 1972. If the Investor is a partnership, corporation, trust or other entity, the Investor represents and warrants that (i) the individual executing this Agreement has appropriate authority to act on behalf of the Investor and (ii) the Investor was not specifically formed to acquire the Preferred Common Stock subscribed for hereby. If the Investor is a partnership, the Investor further represents that the funds to make this investment were not derived from additional capital contributions of the partners of such partnership made solely for the purpose of enabling such partnership to purchase the Preferred Common Stock and that such partnership was not formed solely for the purpose of enabling such partnership to purchase the Preferred Common Stock. The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by the Investor with the intent that they be relied upon in determining its suitabil- ity suitability as a purchaser of Preferred Common Stock.

Representations and Warranties by Investor. The Investor hereby represents and warrants to the Company that: (a) it It is an "accredited investor" as that term is defined in Rule 501(a501 (a) under the Securities Act of 1933, as amended (the "Act");. (b) it It has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company;. (c) it It has received and read the Report Reports and has evaluated the risks of investing in the Company;. (d) it It has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the Report Reports or such other information as it desired in order to evaluate its investment;. (e) in In making its decision to purchase the Preferred Stock herein subscribed for, it has relied solely upon the ReportReports, the representations, warranties, agreements, under- takings undertakings and acknowledgments of the Company in this Agreement Agreement, and independent investigations made by it;the Company. (f) it It understands that an investment in the Company involves certain risks and it has taken full cognizance of and understands such risks, including those set forth in the Report;Reports. (g) it It understands that neither the Preferred Stock nor the shares of Common Stock of the Company, par value $.01 per share, into which the Preferred Stock is convertible (the "Common Stock") has been registered under the Act, and agrees that neither the Preferred Stock nor the Common Stock may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and subject to the terms of this Subscription Agreement; (h) it understands that no federal or state agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Preferred Stock;. (i) the The Preferred Stock herein subscribed for is being acquired by it in good faith solely for its own account, for investment purposes and not with a view to subdivision, distribution or resale. It , and the Investor will not sell or otherwise dispose of any shares of the Preferred Stock or Common Stock, as the case may be, unless: (i) it shall have has advised the Company in writing that it intends to dispose of such shares of Preferred Stock or Common Stock, as the case may be, in a manner to be described in such advice, and counsel reasonably acceptable to the Company shall have has delivered to the Company an opinion that registration is not required under the Act or under any applicable securities laws of any jurisdiction; or (ii) a registration statement on an appropriate form under the Act, or a post-effective amendment to such registration statement, covering the proposed sale or other disposition of such shares of Preferred Stock or Common Stock, as the case may be, shall be is in effect under the Act and such shares of Preferred Stock or Common Stock or the proposed sale or other disposition thereof shall have been registered or qualified under applicable securities laws of any jurisdiction. . (j) The Investor undertakes to notify the Company as soon as practicable of any material change in any representation, warranty or other information relating to the Investor set forth herein which occurs prior to the Closing in order to insure compliance of the Investor with the terms of this Agreement. . (k) The Investor acknowledges and agrees that the certificates representing the Preferred Stock and the Common Stock shall will bear the following legend (unless not required under the Act): "The securities represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold, exchanged, hypothecated or transferred in any manner except in compliance with that certain Subscription Agreement dated as of March 29September 3, 1996 1998 among the Corporation Company and various stockholders of the CorporationCompany." " (l) The Investor also acknowledges that the Company may place a stop transfer order against transfer of the Preferred Stock and the Common Stock, if necessary in the Company's reasonable judgment in order to assure compliance by the Investor with the terms of this Agreement. . (m) Each Investor located in the Commonwealth of Pennsylvania further acknowledges and agrees that such Investor cannot sell the Preferred Stock for a period of twelve (12) months from the date of purchase thereof except as permitted by the Pennsylvania Securities Act of 1972. If the Investor is a partnership, corporation, trust or other entity, the Investor represents and warrants that . (io) the individual executing this Agreement has appropriate authority to act on behalf of the Investor and (ii) the Investor was not specifically formed to acquire the Preferred Stock subscribed for hereby. If the Investor is a partnership, the Investor further represents that the funds to make this investment were not derived from additional capital contributions of the partners of such partnership made solely for the purpose of enabling such partnership to purchase the Preferred Stock and that such partnership was not formed solely for the purpose of enabling such partnership to purchase the Preferred Stock. The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by the Investor with the intent that they be relied upon in determining its suitabil- ity suitability as a purchaser of Preferred Stock.

Representations and Warranties by Investor. The Each Investor hereby severally represents and warrants to the Company that: : (a) it is an "accredited investor" as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Act"); ; (b) it has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company; ; (c) it understands that the Common Stock involves risk of loss of such Investor's investment; (d) its financial situation is such that such Investor is able to bear the economic risks of its investment made hereby and at the present time and in the foreseeable future could afford a complete loss of such investment; (e) it has received and carefully read the Report Reports and has evaluated the risks of investing in the Company; ; (df) it has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the Report Reports or such other information as it desired in order to evaluate its investment; ; (eg) in making its decision to purchase the Preferred Common Stock herein subscribed for, it has relied solely upon the ReportReports, certain other written materials provided by the Company including, without limitation current backlog reports (such other materials, collectively the "Materials"), and the representations, warranties, agreements, under- takings undertakings and acknowledgments of the Company in this Agreement and independent investigations made by it; ; (fh) it understands that an investment in the Company involves certain risks and it has taken full cognizance of and understands such risks, including those set forth in the Report; ; (gi) it understands that neither the Preferred Stock nor the shares of Common Stock of the Company, par value $.01 per share, into which the Preferred Stock is convertible (the "Common Stock") has not been registered under the Act, Act and agrees that neither the Preferred Stock nor the Common Stock may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and subject to the terms of this Subscription Agreement; ; (hj) it understands that no federal or state agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Preferred Common Stock; ; (ik) the Preferred Common Stock herein subscribed for is being acquired by it in good faith solely for its own account, for investment purposes and not with a view to subdivision, distribution or resale. It will not sell or otherwise dispose of any shares of the Preferred Stock or Common Stock, as the case may be, unless: : i) it shall have advised the Company in writing that it intends to dispose of such shares of Preferred Common Stock or Common Stock, as the case may be, in a manner to be described in such advice, and counsel reasonably acceptable to the Company shall have delivered to the Company an opinion that registration is not required under the Act or under any applicable securities laws of any jurisdiction; or ii) a registration statement on an appropriate form under the Act, or a post-effective amendment to such registration statement, covering the proposed sale or other disposition of such shares of Preferred Stock or Common Stock, as the case may be, shall be in effect under the Act and such shares of Preferred Stock or Common Stock or the proposed sale or other disposition thereof shall have been registered or qualified under applicable securities laws of any jurisdiction. The Investor undertakes to notify the Company as soon as practicable of any material change in any representation, warranty or other information relating to the Investor set forth herein which occurs prior to the Closing in order to insure compliance of the Investor with the terms of this Agreement. The Investor acknowledges and agrees that the certificates representing the Preferred Stock and the Common Stock shall bear the following legend (unless not required under the Act): "The securities represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold, exchanged, hypothecated or transferred in any manner except in compliance with that certain Subscription Agreement dated as of March 29, 1996 among the Corporation and various stockholders of the Corporation." The Investor also acknowledges that the Company may place a stop transfer order against transfer of the Preferred Stock and the Common Stock, if necessary in the Company's reasonable judgment in order to assure compliance by the Investor with the terms of this Agreement. Each Investor located in the Commonwealth of Pennsylvania further acknowledges and agrees that such Investor cannot sell the Preferred Stock for a period of twelve (12) months from the date of purchase thereof except as permitted by the Pennsylvania Securities Act of 1972. If the Investor is a partnership, corporation, trust or other entity, the Investor represents and warrants that (i) the individual executing this Agreement has appropriate authority to act on behalf of the Investor and (ii) the Investor was not specifically formed to acquire the Preferred Stock subscribed for hereby. If the Investor is a partnership, the Investor further represents that the funds to make this investment were not derived from additional capital contributions of the partners of such partnership made solely for the purpose of enabling such partnership to purchase the Preferred Stock and that such partnership was not formed solely for the purpose of enabling such partnership to purchase the Preferred Stock. The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by the Investor with the intent that they be relied upon in determining its suitabil- ity as a purchaser of Preferred Stock.

Representations and Warranties by Investor. The Investor hereby represents and warrants to the Company that: (a) it It is an "accredited investor" as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Act");. (b) it It has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company;. (c) it It has received and read the Report Reports and has evaluated the risks of investing in the Company;. (d) it It has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the Report Reports or such other information as it desired in order to evaluate its investment;. (e) in In making its decision to purchase the Preferred Stock herein subscribed for, it has relied solely upon the ReportReports, the representations, warranties, agreements, under- takings undertakings and acknowledgments of the Company in this Agreement Agreement, and independent investigations made by it;the Company. (f) it It understands that an investment in the Company involves certain risks and it has taken full cognizance of and understands such risks, including those set forth in the Report;Reports. (g) it It understands that neither the Preferred Stock nor the shares of Common Stock of the Company, par value $.01 per share, into which the Preferred Stock is convertible (the "Common Stock") has been registered under the Act, and agrees that neither the Preferred Stock nor the Common Stock may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and subject to the terms of this Subscription Agreement; (h) it understands that no federal or state agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Preferred Stock;. (i) the The Preferred Stock herein subscribed for is being acquired by it in good faith solely for its own account, for investment purposes and not with a view to subdivision, distribution or resale. It , and the Investor will not sell or otherwise dispose of any shares of the Preferred Stock or Common Stock, as the case may be, unless: (i) it shall have has advised the Company in writing that it intends to dispose of such shares of Preferred Stock or Common Stock, as the case may be, in a manner to be described in such advice, and counsel reasonably acceptable to the Company shall have has delivered to the Company an opinion that registration is not required under the Act or under any applicable securities laws of any jurisdiction; or (ii) a registration statement on an appropriate form under the Act, or a post-effective amendment to such registration statement, covering the proposed sale or other disposition of such shares of Preferred Stock or Common Stock, as the case may be, shall be is in effect under the Act and such shares of Preferred Stock or Common Stock or the proposed sale or other disposition thereof shall have been registered or qualified under applicable securities laws of any jurisdiction. . (j) The Investor undertakes to notify the Company as soon as practicable of any material change in any representation, warranty or other information relating to the Investor set forth herein which occurs prior to the Closing in order to insure compliance of the Investor with the terms of this Agreement. . (k) The Investor acknowledges and agrees that the certificates representing the Preferred Stock and the Common Stock shall will bear the following legend (unless not required under the Act): "The securities represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold, exchanged, hypothecated or transferred in any manner except in compliance with that certain Subscription Agreement dated as of March 29September 3, 1996 1998 among the Corporation Company and various stockholders of the CorporationCompany." " (l) The Investor also acknowledges that the Company may place a stop transfer order against transfer of the Preferred Stock and the Common Stock, if necessary in the Company's reasonable judgment in order to assure compliance by the Investor with the terms of this Agreement. . (m) Each Investor located in the Commonwealth of Pennsylvania further acknowledges and agrees that such Investor cannot sell the Preferred Stock for a period of twelve of (12n) months from the date of purchase thereof except as permitted by the Pennsylvania Securities Act of 1972. If the Investor is a partnership, corporation, trust or other entity, the Investor represents and warrants that (i) the individual executing this Agreement has appropriate authority to act on behalf of the Investor and (ii) the Investor was not specifically formed to acquire the Preferred Stock subscribed for hereby. If the Investor is a partnership, the Investor further represents that the funds to make this investment were not derived from additional capital contributions of the partners of such partnership made solely for the purpose of enabling such partnership to purchase the Preferred Stock and that such partnership was not formed solely for the purpose of enabling such partnership to purchase the Preferred Stock. . (o) The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by the Investor with the intent that they be relied upon in determining its suitabil- ity suitability as a purchaser of Preferred Stock.

Representations and Warranties by Investor. The Investor hereby represents and warrants to the Company that: (a) it is an "accredited investor" as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Act"); (b) it has the requisite knowledge and experience in financial and business matters through its managers to be capable of evaluating the merits and risks of an investment in the Company; (c) it has received and read the Report Reports and has evaluated the risks of investing in the Company; (d) it has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the Report Reports or such other information as it desired in order to evaluate its investment; (e) in making its the decision to purchase the Preferred Stock Securities herein subscribed for, it has relied solely upon the ReportReports, the representations, warranties, agreements, under- takings undertakings and acknowledgments of the Company in this Subscription Agreement and independent investigations made by itsuch Member; (f) it understands that an investment in the Company involves certain risks and it the Investor has taken full cognizance of and understands such risks, including those set forth in the ReportReports; (g) it understands that neither the Preferred Stock nor the shares of Common Stock of the Company, par value $.01 per share, into which the Preferred Stock is convertible (the "Common Stock") has been registered under the Act, and agrees that neither the Preferred Stock nor and the Common Stock may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and subject to the terms of this Subscription Agreement; (h) it understands that no federal or state agency has made any finding or determination as to the fairness for of the investment in, or any recommendation or endorsement of, the Preferred Stock; (i) the Preferred Stock Securities herein subscribed for is are being acquired by it the Investor in good faith solely for its own accountthe account of the Investor, for investment purposes and not with a view to subdivision, distribution or resale. It The Investor will not sell or otherwise dispose of any shares of the Preferred Stock or Common Stock, as the case may be, unless: (i) it the Investor shall have advised the Company in writing that it intends to dispose of such shares of Preferred Stock or Common Stock, as the case may be, in a manner to be described in such advice, and counsel reasonably acceptable to the Company and its respective counsel shall have delivered to the Company an opinion reasonably acceptable to the Company and its respective counsel that registration is not required under the Act or under any applicable securities laws of any jurisdiction; or (ii) a registration statement on an appropriate form under the Act, or a post-effective amendment to such registration statement, covering the proposed sale or other disposition of such shares of Preferred Stock or Common Stock, as the case may be, shall be in effect under the Act and such shares of Preferred Stock or Common Stock or the proposed sale or other disposition thereof shall have been registered or qualified under applicable securities laws of any jurisdiction. The Investor undertakes to notify the Company as soon as practicable of any material change in any representation, warranty or other information relating to the Investor set forth herein which occurs prior to the Closing in order to insure compliance of the Investor with the terms of this Agreement. The Investor acknowledges and agrees that the certificates representing the Preferred Stock and the Common Stock shall bear the following legend (unless not required subsequently registered under the Act): "The securities represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold, exchanged, hypothecated or transferred in any manner except in compliance with such Act and that certain Subscription Agreement dated as of March 2920, 1996 among 1998 between the Corporation and various stockholders of the CorporationEnergy Systems Investors LLC." The Investor also acknowledges that the Company may place a stop transfer order against transfer of the Preferred Stock and the Common Stock, if necessary in the Company's reasonable judgment judgment, in order to assure compliance by the Investor with the terms of this Agreement. Each Investor located in the Commonwealth of Pennsylvania further acknowledges and agrees that such Investor cannot sell the Preferred Stock for a period of twelve . (12j) months from the date of purchase thereof except as permitted by the Pennsylvania Securities Act of 1972. If the Investor is a partnership, corporation, trust or other entity, the The Investor represents and warrants that (i) the individual executing this Agreement has appropriate authority to act on behalf of the Investor and (ii) the Investor was is not specifically formed to acquire an Investment Company, as defined under the Investment Company Act of 1940, as amended. This Agreement has been duly executed and delivered by or on behalf of the Investor and constitutes the valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms. (k) The Investor understands that the Securities are being offered and sold, and the shares of Common Stock issuable upon conversion of the Preferred Stock subscribed for hereby. If are being offered hereby in reliance on specific exemptions from the Investor is a partnership, registration requirements of the Investor further represents Act and that the funds to make this investment were not derived from additional capital contributions of Company is relying on the partners of such partnership made solely for the purpose of enabling such partnership to purchase the Preferred Stock and that such partnership was not formed solely for the purpose of enabling such partnership to purchase the Preferred Stock. The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by the Investor with the intent that they be relied upon in determining its suitabil- ity the availability of such exemptions and the Investor's suitability as a the purchaser of Preferred Stockthe Securities.

Representations and Warranties by Investor. The Investor hereby represents and warrants to the Company that: (a) it The Investor is an "“accredited investor" ” as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the "“Securities Act")”) and as set forth and described in Exhibit A attached hereto; (b) it The Investor has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company; (c) it The Investor has received and read the Report Disclosure Documents (as defined in Section 4(a)) and has evaluated the risks of investing in the Company; (d) it The Investor has been given the opportunity to ask questions of, of and receive answers from, from the Company concerning the terms and conditions of the Offering Stock Purchase, and has been given the opportunity to obtain additional information necessary to verify the accuracy of the information contained in the Report Disclosure Documents or such other information as it desired in order to evaluate its investment; (e) in In making its the decision to purchase the Preferred Stock Common Shares herein subscribed for, it the Investor has relied and will rely solely upon the ReportDisclosure Documents, the representations, warranties, agreements, under- takings undertakings and acknowledgments of the Company in this Agreement Subscription Agreement, press releases issued by and independent investigations made reports filed by itthe Company with the Securities and Exchange Commission (the “Commission”), prior to the date hereof, but including the press release the Company intends to issue on May 26, 2009 disclosing certain financial information about the Company for the Company’s fiscal year ended March 31, 2009; (f) it The Investor understands that an investment in the Company Common Shares involves certain risks and it the Investor has taken full cognizance of and understands such risks, including including, without limitation, those set forth in the ReportDisclosure Documents; (g) it The Investor understands that neither the Preferred Stock nor the shares of Common Stock none of the Company, par value $.01 per share, into which the Preferred Stock is convertible (the "Common Stock") has Shares have been registered under the Securities Act, and agrees that neither the Preferred Stock nor none of the Common Stock Shares may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act and subject to the terms of this Subscription Agreement; (h) it The Investor understands that no federal or state agency has made any finding or determination as to the fairness for of the investment in, or any recommendation or endorsement of, the Preferred StockCommon Shares; (i) the Preferred Stock The Common Shares herein subscribed for is are being acquired by it the Investor in good faith solely for its own accountthe account of the Investor, for investment purposes and not with a view to subdivision, distribution or resale. It The Investor will not sell or otherwise dispose of any shares of the Preferred Stock or Common Stock, as the case may beShares, unless: (i) it the Investor shall have advised the Company in writing that it intends to dispose of such shares of Preferred Stock or the Common Stock, Shares as well as the case may be, manner in a manner which the Investor intends to be described in such advicedispose of the Common Shares, and counsel reasonably acceptable to the Company shall have delivered to the Company an opinion reasonably acceptable to the Company and Company’s counsel that registration is not required under the Securities Act or under any applicable securities laws of any jurisdiction; or; (ii) a registration statement on an appropriate form under the Securities Act, or a post-effective amendment to such registration statement, covering the proposed sale or other disposition of such shares of Preferred Stock or Common Stock, as the case may be, Shares shall be in effect under the Securities Act and such shares of Preferred Stock or Common Stock Shares or the proposed sale or other disposition thereof shall have been registered or qualified under applicable securities laws of any jurisdiction. The Investor undertakes to notify the Company as soon as practicable of any material change in any representation, warranty ; or (iii) such sale or other information relating disposition shall be to the Investor set forth herein which occurs prior to the Closing in order to insure compliance any of the Investor with Parties (as defined in Section 8(a)); provided that, as a condition to such sale or other disposition, such Investor Party signs a joinder in form reasonably acceptable to the Company pursuant to the terms of which such Investor Party agrees to be bound by the terms of this Agreement. Agreement and deemed the “Investor” hereunder for all purposes. (j) The Investor acknowledges and agrees that the certificates representing the Preferred Stock and the Common Stock Shares shall bear a legend in substantially the following legend form appearing below (unless not required under the Act): "The securities represented by this certificate have not been subsequently registered under the Securities Act of 1933 and may not be soldAct): “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, exchangedAS AMENDED (THE “SECURITIES ACT”), hypothecated or transferred in any manner except in compliance with that certain Subscription Agreement dated as of March 29AND MAY NOT BE OFFERED, 1996 among the Corporation and various stockholders of the CorporationSOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT THAT HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON THE COMPANY FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR SIMILAR SECURITIES LAWS." ” (k) The Investor also acknowledges that the Company may place a stop transfer order against transfer of the Preferred Stock and the Common Stock, if necessary in the Company's reasonable judgment in order to assure compliance by the Investor with the terms of this Agreement. Each Investor located in the Commonwealth of Pennsylvania further acknowledges and agrees that such Investor cannot sell the Preferred Stock for a period of twelve (12) months from the date of purchase thereof except as permitted by the Pennsylvania Securities Act of 1972. If the Investor is a partnership, corporation, trust or other entity, the Investor represents and warrants that (i) the individual executing this Subscription Agreement has appropriate authority to act on behalf of the Investor and (ii) the Investor was is not specifically formed to acquire an Investment Company, as defined under the Preferred Stock subscribed for herebyInvestment Company Act of 1940, as amended. If This Subscription Agreement has been duly executed and delivered by or on behalf of the Investor is a partnershipand (assuming the accuracy of the Company’s representations and warranties herein) constitutes the valid and binding agreement of the Investor, enforceable against the Investor further represents in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and except that the funds to make this investment were not derived from additional capital contributions availability of the partners equitable remedy of such partnership made solely for specific performance or injunctive relief is subject to the purpose discretion of enabling such partnership to purchase the Preferred Stock court before which any proceeding may be brought). (l) The Investor understands that the Common Shares are being offered and sold hereby in reliance on specific exemptions from the registration requirements of the Securities Act and that such partnership was not formed solely for the purpose of enabling such partnership to purchase Company is relying on the Preferred Stock. The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by the Investor with the intent that they be relied upon in determining its suitabil- ity the availability of such exemptions and the Investor’s suitability as a the purchaser of Preferred Stockthe Common Shares. (m) The Investor acknowledges the disclosure items set forth on Schedule 3(m) attached hereto.