Common use of REPRESENTATIONS AND WARRANTIES OF THE BUYERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE BUYERS. Each of the Buyers represents, warrants and covenants to the Company as to himself, herself or itself, as follows: 5.1. The decision to purchase the Shares and the execution and delivery of this Agreement by each of the Buyers, the performance by the Buyers of their respective obligations hereunder and the consummation by the Buyers of the transactions contemplated hereby have been duly authorized and no other proceedings on the part of the Buyers are necessary. The person(s) executing this Agreement on behalf of the Buyers have all right, power and authority to execute and deliver this Agreement on behalf of the Buyers. This Agreement has been duly executed and delivered by the Buyers and, assuming the due authorization, execution and delivery hereof by the Company, will constitute the legal, valid and binding obligations of each of the Buyers, enforceable against each of the Buyers in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and the availability of equitable remedies. 5.2. The execution and delivery of this Agreement and the agreements and documents contemplated hereby by the Buyers and the consummation of the transactions contemplated hereby do not and will not (a) with or without the giving of notice or the passage of time or both, violate, conflict with, result in the breach or termination of, constitute a default under, or result in the right to accelerate or loss of rights under or the creation of any lien, encumbrance or charge upon any assets or property of any of the Buyers, pursuant to the terms or provisions of any contract, agreement, commitment, indenture, mortgage, deed of trust, pledge, security agreement, note, lease, license, covenant, understanding or other instrument or obligation to which any of the Buyers is a party or by which any of the Buyers' properties or assets may be bound or affected, or (b) violate any order, writ, injunction, judgment or decree of any court, administrative agency or governmental body binding upon any of the Buyers. 5.3. Each of the Buyers is aware of what constitutes an Accredited Investor as that term is defined under Regulation D promulgated under the Act (an "Accredited Investor"), and under the laws, if any, of each state governing the Buyers, and each of the Buyers is an Accredited Investor for purposes of Regulation D and the laws, if any, of the state governing the Buyers. Each of the Buyers is able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing, is able to hold the Shares for an indefinite period of time and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur. 5.4. Each of the Buyers acknowledges that it is a sophisticated investor, has such knowledge and experience in financial and business matters in general and, when applicable, through its investment adviser or the Representatives, has full familiarity with the current business and future business prospects of the Company and the financial and other affairs of the Company and acknowledges that it has had access to and has received sufficient written and oral information about the Company, including any and all such information requested by the Buyers and including copies of all of the publicly available information prepared by the Company in order to make an informed decision as to the acquisition of the Shares by the Buyers, including without limitation, the Annual Report of the Company on Form 10-KSB for the fiscal year ended March 31, 2000. In addition, each of the Buyers acknowledges that it has had access to the officers, directors and employees of the Company to discuss the business, affairs and prospects of the Company and has had the opportunity to obtain additional information necessary to evaluate the merits and the risks of engaging in the transactions contemplated by this Agreement. Each of the Buyers, either alone or, when applicable, through its investment adviser or the Representatives, has reached an independent decision with respect to the advisability of the sale of the Shares and, in arriving at its decision, has considered both the value of the Shares as well as the present condition and future prospects of the Company. 5.5. Each of the Buyers is acquiring the Shares for its own account for investment and not with a view to or for resale in connection with any distribution of the Shares. It has not offered or sold any portion of the Shares and has no present intention of dividing the Shares with others or of selling, distributing or otherwise disposing of any portion of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. 5.6. Each of the Buyers understands that the sale of the Shares has not been registered under the Act in reliance upon an exemption therefrom for non-public or limited offerings. Each of the Buyers understands that the Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available at that time. 5.7. No Buyer (i) is a "broker-dealer" or an "affiliate" of a broker-dealer as such terms are defined under the Act or (ii) is acting in concert with any other Buyer in connection with the transactions contemplated hereby. 5.8. Any obligation or liability for taxes (state, federal or otherwise) incurred by any of the Buyers in connection with this Agreement or the transactions contemplated hereby shall be the responsibility of and be paid for by the Buyers. 5.9. Each of the Buyers acknowledges that it has been advised to consult with its own attorney regarding legal matters concerning the Company and to consult with its tax advisor regarding the tax consequences of acquiring the Shares. 5.10. Each of the Buyers agrees to indemnify and hold harmless the Company and each officer, director, employee, agent or control person of the Company, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the extent by reason of or arising from any misrepresentation or misstatement of material facts or omission to state material facts necessary to make the facts stated, under the circumstances, not materially misleading, made or omitted by such Buyer to the Company in a writing provided to the Company expressly for the purpose of inclusion in the Registration Statement or any amendment thereto, against losses, liabilities and expenses for which the Company, or any officer, director or control person of the Company has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Company or such officer, director or control person in connection with such action, suit or proceeding. 5.11. The power of attorney executed and delivered to Xxxxxxx Capital Group LLC by each of the Buyers it represents, a copy of which powers of attorney have been provided to the Company, is in full force and effect. 5.12. None of the Buyers has employed any broker or incurred any liability for any brokerage fees in connection with the transactions contemplated hereby. 5.13. Certificates for the Shares shall contain a restrictive legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS.

REPRESENTATIONS AND WARRANTIES OF THE BUYERS. Each 4.1. Representations and Warranties of Certain of the Buyers. The Buyers in their individual capacities, as a material inducement to Cognigen to enter into this Agreement, hereby jointly and severally represent and warrant to Cognigen that the following statements are true and correct as of the date hereof and will be true and correct through the Closing of the exchange of the Cognigen Shares for the CST Shares as if made on the Closing Date. These representations and warranties may be relied upon fully by Cognigen and/or any assigns. a. Buyers are, and will be on the Closing Date, the sole record and beneficial owners and Buyers of the Cognigen Shares set forth in Recital A as being owned by them, which shares are free and clear of all liens, claims, rights or other encumbrances of any nature whatsoever. b. This Agreement constitutes the legal, valid and binding obligation of the Buyers represents, warrants and covenants to enforceable against the Company as to himself, herself or itself, as follows: 5.1Buyers in accordance with its terms. The decision to purchase the Shares and Upon the execution and delivery of this Agreement by each of the Buyers, the performance by the Buyers of their respective obligations hereunder and the consummation by the Buyers of the transactions contemplated hereby have been duly authorized and no other proceedings on the part closing documents listed under Section 3.1 of the Buyers are necessary. The person(s) executing this Agreement on behalf of the ("Buyers have all rightClosing Documents"), power and authority to execute and deliver this Agreement on behalf of the Buyers. This Agreement has been duly executed and such Closing Documents that are delivered by the Buyers and, assuming the due authorization, execution and delivery hereof by the Company, them will constitute the legal, valid and binding obligations of each of the Buyers, enforceable against each of the Buyers in accordance with its their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and the availability of equitable remedies. 5.2. The execution Buyers have absolute and delivery of unrestricted right, power, capacity and authority to execute and deliver this Agreement and the agreements Buyer's Closing Documents that are delivered by them, to perform their obligations under this Agreement and documents contemplated hereby the Buyer's Closing Documents that are delivered by them, and to deliver the Cognigen Shares owned by them to Cognigen on the terms contained herein. c. The Buyers are not insolvent and are receiving new consideration at least equal to the full and fair value of the Cognigen Shares owned by them. d. No representation nor warranty by the Buyers and no statement in the consummation Exhibits attached hereto contains any untrue statement or omits to state a material fact necessary to make the statements herein, in light of the transactions contemplated hereby do circumstances in which they were made, not misleading. e. Each Buyer (a) understands that the CST Shares, the Warrants and the underlying Cognigen Shares have not been, and will not (a) with be, registered under the Securities Act of 1933 or without the giving of notice or the passage of time or bothunder any state securities laws, violate, conflict with, result are being offered and sold in the breach or termination of, constitute reliance upon federal and state exemptions for transactions not involving any public offering and will contain a default under, or result in the right to accelerate or loss of rights under or the creation of any lien, encumbrance or charge upon any assets or property of any of the Buyers, pursuant to the terms or provisions of any contract, agreement, commitment, indenture, mortgage, deed of trust, pledge, security agreement, note, lease, license, covenant, understanding or other instrument or obligation to which any of the Buyers is a party or by which any of the Buyers' properties or assets may be bound or affected, or legend restricting transfer; (b) violate any order, writ, injunction, judgment or decree of any court, administrative agency or governmental body binding upon any of is acquiring the Buyers. 5.3. Each of Warrants and the Buyers is aware of what constitutes an Accredited Investor as that term is defined under Regulation D promulgated under the Act (an "Accredited Investor")underlying Cognigen Shares being acquired by Buyer solely for Buyer's own account for investment purposes, and under not with a view to the laws, if any, of each state governing the Buyers, and each of the Buyers is an Accredited Investor for purposes of Regulation D and the laws, if any, of the state governing the Buyers. Each of the Buyers is able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing, is able to hold the Shares for an indefinite period of time and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur. 5.4. Each of the Buyers acknowledges that it distribution thereof; (c) is a sophisticated investor, has such investor with knowledge and experience in business and financial and business matters in general and, when applicable, through its investment adviser or the Representativesmatters; (d) has received certain information concerning Cognigen, has full familiarity with reviewed Cognigen's reports located on the current business and future business prospects website of the Company Securities and the financial and other affairs of the Company and acknowledges that it has had access to and has received sufficient written and oral information about the Company, including any and all such information requested by the Buyers and including copies of all of the publicly available information prepared by the Company in order to make an informed decision as to the acquisition of the Shares by the Buyers, including without limitation, the Annual Report of the Company on Form 10-KSB for the fiscal year ended March 31, 2000. In addition, each of the Buyers acknowledges that it has had access to the officers, directors and employees of the Company to discuss the business, affairs and prospects of the Company Exchange Commission (http://www.sec.gov) and has had the opportunity to obtain additional information necessary adxxxxxxxx xxxxxxxxion as desired in order to evaluate the merits and the risks of engaging inherent in holding the transactions contemplated by this Agreement. Each of the Buyers, either alone or, when applicable, through its investment adviser or the Representatives, has reached an independent decision with respect to the advisability of the sale of the Shares and, in arriving at its decision, has considered both the value of the Shares as well as the present condition Warrants and future prospects of the Company. 5.5. Each of the Buyers is acquiring the Shares for its own account for investment underlying Cognigen Shares; and not with a view to or for resale in connection with any distribution of the Shares. It has not offered or sold any portion of the Shares and has no present intention of dividing the Shares with others or of selling, distributing or otherwise disposing of any portion of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. 5.6. Each of the Buyers understands that the sale of the Shares has not been registered under the Act in reliance upon an exemption therefrom for non-public or limited offerings. Each of the Buyers understands that the Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available at that time. 5.7. No Buyer (ie) is a "broker-dealer" or an "affiliate" able to bear the economic risk and lack of a broker-dealer as such terms are defined under liquidity inherent in holding the Act or (ii) is acting in concert with any other Buyer in connection with Cognigen Warrants and the transactions contemplated hereby. 5.8. Any obligation or liability for taxes (state, federal or otherwise) incurred by any of the Buyers in connection with this Agreement or the transactions contemplated hereby shall be the responsibility of and be paid for by the Buyers. 5.9. Each of the Buyers acknowledges that it has been advised to consult with its own attorney regarding legal matters concerning the Company and to consult with its tax advisor regarding the tax consequences of acquiring the underlying Cognigen Shares. 5.10. Each f. No amounts for salary, wages, accrued vacation, accrued sick leave or any amounts that might be due from CST or Cognigen to any employee of CST or consultant to CST will be paid or assumed by Cognigen as of the Closing but rather will be paid by CST and Buyers agrees to and CST will indemnify and hold harmless the Company and each officer, director, employee, agent or control person of the Company, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the extent by reason of or arising from any misrepresentation or misstatement of material facts or omission to state material facts necessary to make the facts stated, under the circumstances, not materially misleading, made or omitted by such Buyer to the Company in a writing provided to the Company expressly for the purpose of inclusion in the Registration Statement or any amendment thereto, against losses, liabilities and expenses for which the Company, or any officer, director or control person of the Company has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Company or such officer, director or control person in connection with such action, suit or proceedingCognigen therefrom. 5.11. The power g. Within a period of attorney executed and delivered to Xxxxxxx Capital Group LLC by each of three months after the Closing, the Buyers it represents, a copy of which powers of attorney have been provided will cause CST to change its name to delete the Company, is in full force word "Cognigen" therefrom and effect. 5.12. None of the Buyers has employed any broker will cause CST to no longer use the word "Cognigen" in its name or incurred any liability for any brokerage fees in connection with the transactions contemplated herebyotherwise. 5.13. Certificates for the Shares shall contain a restrictive legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS.

REPRESENTATIONS AND WARRANTIES OF THE BUYERS. Each Buyer (in the case of MXJV, upon execution of the Buyers represents, Joinder Agreement) hereby severally and not jointly represents and warrants and covenants to the Sellers and the Company as to himself, herself or itself, as follows: 5.1Section 5.1 OrganizationBidder represents and warrants that it is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Colorado and has all necessary corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. MXJV represents and warrants that it is an entity duly organized, validly existing and in good standing under the Laws of Mexico and has all necessary corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Section 5.2 AuthoritySuch Buyer has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The decision to purchase the Shares execution, delivery and the execution and delivery performance by such Buyer of this Agreement by each of the Buyers, the performance by the Buyers of their respective obligations hereunder and the consummation by the Buyers such Buyer of the transactions contemplated hereby have been duly and validly authorized and no other proceedings on the part of the Buyers are necessary. The person(s) executing this Agreement on behalf of the Buyers have by all right, power and authority to execute and deliver this Agreement on behalf of the Buyersnecessary corporate action. This Agreement has been duly and validly executed and delivered by the Buyers and, assuming the due authorization, execution and delivery hereof by the Company, will constitute such Buyer. This Agreement constitutes the legal, valid and binding obligations of each of the Buyerssuch Buyer, enforceable against each of the Buyers such Buyer in accordance with its terms, except as the same enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the creditors’ rights of creditors generally and the availability by general principles of equitable remediesequity (regardless of whether considered in a proceeding in equity or at law). 5.2. The execution and delivery of this Agreement and the agreements and documents contemplated hereby by the Buyers and the consummation of the transactions contemplated hereby do not and will not (a) with or without the giving of notice or the passage of time or both, violate, conflict with, result in the breach or termination of, constitute a default underSection 5.3 QualificationSuch Buyer satisfies, or result will satisfy (subject to Section 5.4 below and in the right to accelerate or loss of rights under or the creation of any lien, encumbrance or charge upon any assets or property of any of the Buyers, pursuant accordance with Section 6.11 hereof) prior to the terms or provisions of any contractClosing, agreementall ownership requirements and restrictions under applicable Law, commitmentincluding, indenture, mortgage, deed of trust, pledge, security agreement, note, lease, license, covenant, understanding or other instrument or obligation to which any of the Buyers is a party or by which any of the Buyers' properties or assets may be bound or affected, or (b) violate any order, writ, injunction, judgment or decree of any court, administrative agency or governmental body binding upon any of the Buyers. 5.3. Each of the Buyers is aware of what constitutes an Accredited Investor as that term is defined under Regulation D promulgated under the Act (an "Accredited Investor"), and under the laws, if any, of each state governing the Buyers, and each of the Buyers is an Accredited Investor for purposes of Regulation D and the laws, if any, of the state governing the Buyers. Each of the Buyers is able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing, is able to hold the Shares for an indefinite period of time and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur. 5.4. Each of the Buyers acknowledges that it is a sophisticated investor, has such knowledge and experience in financial and business matters in general and, when applicable, through its investment adviser or the Representatives, has full familiarity with the current business and future business prospects of the Company and the financial and other affairs of the Company and acknowledges that it has had access to and has received sufficient written and oral information about the Company, including any and all such information requested by the Buyers and including copies of all of the publicly available information prepared by the Company in order to make an informed decision as to the acquisition of the Shares by the Buyers, including without limitation, the Annual Report Ley General de Sociedades Mercantiles (the General Law of Commercial Companies of Mexico), the Ley de Inversión Extranjera (the Foreign Investment Law of Mexico) and the Ley ***Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Company on Form 10-KSB for the fiscal year ended March 31, 2000text. In addition, each Copies of the Buyers acknowledges that it has had access exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the officers, directors and employees Securities Exchange Act. Federal de Telecomunicaciones (the Federal Telecommunications Law of the Company Mexico) relating to discuss the business, affairs and prospects of the Company and has had the opportunity to obtain additional information necessary to evaluate the merits and the risks of engaging in the transactions contemplated by this Agreement. Each of the Buyers, either alone or, when applicable, through its investment adviser or the Representatives, has reached an independent decision with respect to the advisability of the sale of the Shares and, in arriving at its decision, has considered both the value of the Shares as well as the present condition and future prospects of the Company. 5.5. Each of the Buyers is acquiring the Shares for its own account for investment and not with a view to or for resale in connection with any distribution of the Shares. It has not offered or sold any portion of the Shares and has no present intention of dividing the Shares with others or of selling, distributing or otherwise disposing of any portion of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. 5.6. Each of the Buyers understands that the sale of the Shares has not been registered under the Act in reliance upon an exemption therefrom for non-public or limited offerings. Each of the Buyers understands that the Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available at that time. 5.7. No Buyer (i) is a "broker-dealer" or an "affiliate" of a broker-dealer as such terms are defined under the Act or (ii) is acting in concert with any other Buyer in connection with the transactions contemplated hereby. 5.8. Any obligation or liability for taxes (state, federal or otherwise) incurred by any of the Buyers in connection with this Agreement or the transactions contemplated hereby shall be the responsibility of and be paid for by the Buyers. 5.9. Each of the Buyers acknowledges that it has been advised to consult with its own attorney regarding legal matters concerning the Company and to consult with its tax advisor regarding the tax consequences of acquiring the Shares. 5.10. Each of the Buyers agrees to indemnify and hold harmless the Company and each officer, director, employee, agent or control person of the Company, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the extent by reason of or arising from any misrepresentation or misstatement of material facts or omission to state material facts necessary to make the facts stated, under the circumstances, not materially misleading, made or omitted by such Buyer to the Company in a writing provided to the Company expressly for the purpose of inclusion in the Registration Statement or any amendment thereto, against losses, liabilities and expenses for which the Company, or any officer, director or control person of the Company has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Company or such officer, director or control person in connection with such action, suit or proceeding. 5.11. The power of attorney executed and delivered to Xxxxxxx Capital Group LLC by each of the Buyers it represents, a copy of which powers of attorney have been provided to the Company, is in full force and effect. 5.12. None of the Buyers has employed any broker or incurred any liability for any brokerage fees in connection with the transactions contemplated hereby. 5.13. Certificates for the Shares shall contain a restrictive legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS.

REPRESENTATIONS AND WARRANTIES OF THE BUYERS. Each of the Buyers represents, warrants and covenants to the Company as to himself, herself or itself, as follows: 5.1. The decision to purchase the Shares and the execution and delivery of this Agreement by each of the Buyers, the performance by the Buyers of their respective obligations hereunder and the consummation by the Buyers of the transactions contemplated hereby have been duly authorized and no other proceedings on the part of the Buyers are necessary. The person(s) executing this Agreement on behalf of the Buyers have all right, power and authority to execute and deliver this Agreement on behalf of the Buyers. This Agreement has been duly executed and delivered by the Buyers and, assuming the due authorization, execution and delivery hereof by the Company, will constitute the legal, valid and binding obligations of each of the Buyers, enforceable against each of the Buyers in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and the availability of equitable remedies. 5.2. The execution and delivery of this Agreement and the agreements and documents contemplated hereby by the Buyers and the consummation of the transactions contemplated hereby do not and will not (a) with or without the giving of notice or the passage of time or both, violate, conflict with, result in the breach or termination of, constitute a default under, or result in the right to accelerate or loss of rights under or the creation of any lien, encumbrance or charge upon any assets or property of any of the Buyers, pursuant to the terms or provisions of any contract, agreement, commitment, indenture, mortgage, deed of trust, pledge, security agreement, note, lease, license, covenant, understanding or other instrument or obligation to which any of the Buyers is a party or by which any of the Buyers' properties or assets may be bound or affected, or (b) violate any order, writ, injunction, judgment or decree of any court, administrative agency or governmental body binding upon any of the Buyers. 5.3. Each of the Buyers is aware of what constitutes an Accredited Investor as that term is defined under Regulation D promulgated under the Act (an "Accredited Investor"), and under the laws, if any, of each state governing the Buyers, and each of the Buyers is an Accredited Investor for purposes of Regulation D and the laws, if any, of the state governing the Buyers. Each of the Buyers is able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing, is able to hold the Shares for an indefinite period of time and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur. 5.4. Each of the Buyers acknowledges that it is a sophisticated investor, has such knowledge and experience in financial and business matters in general and, when applicable, and through its investment adviser or adviser, the RepresentativesRepresentative, has full familiarity with the current business and future business prospects of the Company and the financial and other affairs of the Company and acknowledges that it has had access to and has received sufficient written and oral information about the Company, including any and all such information requested by the Buyers and including copies of all of the publicly available information prepared by the Company in order to make an informed decision as to the acquisition of the Shares by the Buyers, including without limitation, the Annual Report of the Company on Form 10-KSB for the fiscal year ended March 31, 20001999. In addition, each of the Buyers acknowledges that it has had access to the officers, directors and employees of the Company to discuss the business, affairs and prospects of the Company and has had the opportunity to obtain additional information necessary to evaluate the merits and the risks of engaging in the transactions contemplated by this Agreement. Each of the Buyers, either alone or, when applicable, Buyers through its investment adviser or adviser, the RepresentativesRepresentative, has reached an independent decision with respect to the advisability of the sale of the Shares and, in arriving at its decision, has considered both the value of the Shares as well as the present condition and future prospects of the Company. 5.5. Each of the Buyers is acquiring the Shares for its own account for investment and not with a view to or for resale in connection with any distribution of the Shares. It has not offered or sold any portion of the Shares and has no present intention of dividing the Shares with others or of selling, distributing or otherwise disposing of any portion of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. 5.6. Each of the Buyers understands that the sale of the Shares has not been registered under the Act in reliance upon an exemption therefrom for non-public or limited offerings. Each of the Buyers understands that the Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available at that time. 5.7. No Buyer (i) is a "broker-dealer" or an "affiliate" of a broker-dealer as such terms are defined under the Act or (ii) is acting in concert with any other Buyer in connection with the transactions contemplated hereby. 5.8. Any obligation or liability for taxes (state, federal or otherwise) incurred by any of the Buyers in connection with this Agreement or the transactions contemplated hereby shall be the responsibility of and be paid for by the Buyers. 5.9. Each of the Buyers acknowledges that it has been advised to consult with its own attorney regarding legal matters concerning the Company and to consult with its tax advisor regarding the tax consequences of acquiring the Shares. 5.10. Each of the Buyers agrees to indemnify and hold harmless the Company and each officer, director, employee, agent or control person of the Company, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the extent by reason of or arising from any misrepresentation or misstatement of material facts or omission to state material facts necessary to make the facts stated, under the circumstances, not materially misleading, made or omitted by such Buyer to the Company in a writing provided to the Company expressly for the purpose of inclusion in the Registration Statement or any amendment thereto, against losses, liabilities and expenses for which the Company, or any officer, director or control person of the Company has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Company or such officer, director or control person in connection with such action, suit or proceeding. 5.11. The power of attorney executed and delivered to Xxxxxxx Capital Group LLC the Representative by each of the Buyers it representsBuyers, a copy of which powers of attorney have been provided to the Company, is in full force and effect. 5.12. None of the Buyers has employed any broker or incurred any liability for any brokerage fees in connection with the transactions contemplated hereby. 5.13. Certificates for the Shares shall contain a restrictive legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"ACT@), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS.

REPRESENTATIONS AND WARRANTIES OF THE BUYERS. Each of the Buyers representsBuyer hereby represents and warrants, warrants and covenants on a several but not joint basis, to the Company as to himselfthat: 2.1 Such Buyer has full power, herself or itselfauthority and legal capacity, as follows:applicable, to execute, deliver and perform this Agreement and to consummate the Sale. 5.1. The decision to purchase the Shares and 2.2 Neither the execution and delivery of this Agreement by each of the Buyers, the performance by the Buyers of their respective obligations hereunder and the consummation by the Buyers of the transactions contemplated hereby have been duly authorized and no other proceedings on the part of the Buyers are necessary. The person(s) executing this Agreement on behalf of the Buyers have all right, power and authority to execute and deliver this Agreement on behalf of the Buyers. This Agreement has been duly executed and delivered by the Buyers and, assuming the due authorization, execution and delivery hereof by the Company, will constitute the legal, valid and binding obligations of each of the Buyers, enforceable against each of the Buyers in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and the availability of equitable remedies. 5.2. The execution and delivery such Buyer of this Agreement and the agreements consummation by such Buyer of the transactions contemplated hereby, nor the performance by such Buyer of this Agreement in compliance with the terms and documents contemplated conditions hereof, will (a) violate, conflict with or result in any breach of any agreement, charter document, bylaw, judgment, decree, order, statute or regulation applicable to such Buyer; or (b) require any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any person or entity. Such Buyer’s purchase of the shares in the Sale has been duly authorized with all corporate or other organizational action or as otherwise necessary and is in full compliance with its investment policies and regulatory status 2.3 Such Buyer is a sophisticated investor and has sufficient knowledge and experience in investing in securities to properly evaluate the merits of the Sale. Such Buyer has independently, and without reliance upon the Company or any stockholder of the Company, and based on such information as it has deemed appropriate, made its own analysis and decision to buy Shares in the Sale pursuant to the terms hereof. Such Buyer acknowledges that the Company and/or any stockholder of the Company may be in possession of material non-public information not known to Buyer, including, without limitation, information received from the Company on a confidential basis (the “Omitted Information”). In each case except with respect to matters relating to the Company’s representations and warranties in Section 3 hereof, such Buyer agrees that the Company shall not be obligated to disclose any Omitted Information or have any liability to such Buyer with respect to any such non-disclosure. In each case except with respect to matters relating to the Company’s representations and warranties in Section 3 hereof, such Buyer hereby by (x) waives and irrevocably releases solely with respect to Shares purchased in the Buyers Sale any and all claims and causes of action now or hereafter arising against the Company and any stockholder of the Company based upon or relating to such non-disclosure and (y) further covenants not to xxx the Company or any of their respective directors, officers, employees, agents, affiliates or stockholders for any loss, damage or liability arising from or relating to its purchase of shares in the Sale. Such Buyer understands and agrees that the consideration it pays for any of its shares in the Sale may differ both in kind and in amount from any distributions that may in the future be made in respect any such Shares, and that such distributions may consist solely of securities. Without in any way limiting the foregoing, such Buyer knows, understands and acknowledges that the Company is currently contemplating the consummation of an initial public offering of equity securities of the Company (the “IPO”) that may be consummated shortly after the consummation of the transactions Sale or at such other time determined by the Company. Such Buyer understands, acknowledges and willfully agrees to purchase the Shares in the Sale at the purchase price contemplated hereby do not with the full and will not (a) with or without complete understanding that the giving purchase price per share pursuant to the IPO, as well as the price at which shares of notice or the passage of time or both, violate, conflict with, result stock in the breach Company may publicly trade after the IPO (if such IPO occurs), may be lower than the purchase price per Share contemplated hereunder. It is hereby expressly understood and agreed by such Buyer that the Company makes no representation or termination ofwarranty whatsoever with respect to the business, constitute a default undercondition (financial or otherwise), properties, prospects, status or affairs of the Company, or result in with respect to the right to accelerate or loss of rights under or the creation of any lien, encumbrance or charge upon any assets or property value of any of the Buyers, pursuant to shares being sold hereunder. The Company is expressly relying on this representation in engaging in the terms or provisions Sale and would not engage in the Sale in the absence of any contract, agreement, commitment, indenture, mortgage, deed of trust, pledge, security agreement, note, lease, license, covenant, understanding or other instrument or obligation to which any of the Buyers is a party or by which any of the Buyers' properties or assets may be bound or affected, or (b) violate any order, writ, injunction, judgment or decree of any court, administrative agency or governmental body binding upon any of the Buyersthis representation. 5.3. Each of the Buyers is aware of what constitutes an Accredited Investor as 2.4 Such Buyer understands that term is defined under Regulation D promulgated such Shares are not being registered under the Securities Act of 1933, as amended (an "Accredited Investor"the “Securities Act”), and that such Shares are characterized as “restricted securities” under federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the laws, if any, of each state governing the Buyers, and each of the Buyers is an Accredited Investor for purposes of Regulation D and the laws, if any, of the state governing the Buyers. Each of the Buyers is able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing, is able to hold the Shares for an indefinite period of time and has a sufficient net worth to sustain a loss of its entire investment Securities Act only in the Company in the event such loss should occurcertain limited circumstances. 5.4. Each of the Buyers acknowledges that it is a sophisticated investor, has such knowledge and experience in financial and business matters in general and, when applicable, through its investment adviser or the Representatives, has full familiarity with the current business and future business prospects of the Company and the financial and other affairs of the Company and acknowledges that it has had access to and has received sufficient written and oral information about the Company, including any and all such information requested by the Buyers and including copies of all of the publicly available information prepared by the Company in order to make an informed decision as to the acquisition of the Shares by the Buyers, including without limitation, the Annual Report of the Company on Form 10-KSB for the fiscal year ended March 31, 2000. In addition, each of the Buyers acknowledges that it has had access to the officers, directors and employees of the Company to discuss the business, affairs and prospects of the Company and has had the opportunity to obtain additional information necessary to evaluate the merits and the risks of engaging in the transactions contemplated by this Agreement. Each of the Buyers, either alone or, when applicable, through its investment adviser or the Representatives, has reached an independent decision with respect to the advisability of the sale of the Shares and, in arriving at its decision, has considered both the value of the Shares as well as the present condition and future prospects of the Company. 5.5. Each of the Buyers is acquiring the Shares for its own account for investment and not with a view to or for resale in connection with any distribution of the Shares. It has not offered or sold any portion of the Shares and has no present intention of dividing the Shares with others or of selling, distributing or otherwise disposing of any portion of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. 5.6. Each of the Buyers understands that the sale of the Shares has not been registered under the Act in reliance upon an exemption therefrom for non-public or limited offerings. Each of the Buyers understands that the Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available at that time. 5.7. No Buyer (i) is a "broker-dealer" or an "affiliate" of a broker-dealer as such terms are defined under the Act or (ii) is acting in concert with any other Buyer in connection with the transactions contemplated hereby. 5.8. Any obligation or liability for taxes (state, federal or otherwise) incurred by any of the Buyers in connection with this Agreement or the transactions contemplated hereby shall be the responsibility of and be paid for by the Buyers. 5.9. Each of the Buyers acknowledges that it has been advised to consult with its own attorney regarding legal matters concerning the Company and to consult with its tax advisor regarding the tax consequences of acquiring the Shares. 5.10. Each of the Buyers agrees to indemnify and hold harmless the Company and each officer, director, employee, agent or control person of the Company, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the extent by reason of or arising from any misrepresentation or misstatement of material facts or omission to state material facts necessary to make the facts stated, under the circumstances, not materially misleading, made or omitted by such Buyer to the Company in a writing provided to the Company expressly for the purpose of inclusion in the Registration Statement or any amendment thereto, against losses, liabilities and expenses for which the Company, or any officer, director or control person of the Company has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Company or such officer, director or control person in connection with such action, suit or proceeding. 5.11. The power of attorney executed and delivered to Xxxxxxx Capital Group LLC by each of the Buyers it represents, a copy of which powers of attorney have been provided to the Company, is in full force and effect. 5.12. None of the Buyers has employed any broker or incurred any liability for any brokerage fees in connection with the transactions contemplated hereby. 5.13. Certificates for the Shares shall contain a restrictive legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS.