Common use of Representations and Warranties of the Investor to the Company Clause in Contracts

Representations and Warranties of the Investor to the Company. The Investor represents and warrants to the Company as follows: (a) The Investor will acquire the Purchased Shares for investment for the account of the Investor and not for the account of any other person, and not with a view toward resale or other distribution thereof. The Investor understands that the Purchased Shares have not been registered under the Securities Act and applicable state securities laws and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available. The Investor further understands and agrees that, until so registered or transferred pursuant to the provisions of Rule 144 under the Securities Act, the certificate(s) for the Purchased Shares shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THEIR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. The Investor understands and agrees that the Company is under no obligation to register the Purchased Shares, whether upon initial issuance or upon any transfer thereof, under the Securities Act and applicable state securities laws, and that Rule 144 may not be available as a basis for exemption from registration. (b) The Investor or the Investor's representative, during the course of this transaction and prior to the purchase of the Purchased Shares, has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of the offering, and to obtain any additional information or documents relative to the Company, its business and an investment, as the Investor has deemed necessary. (c) The Investor or the Investor's representative is capable of evaluating the merits and risks of the purchase of the Purchased Shares. The Investor has the capacity to protect his or her own interests in connection with the purchase of the Purchased Shares by reason of the Investor's business or financial experience or the business or financial experience of his or her representative (who is unaffiliated with and who is not compensated by the Company or any affiliate, directly or indirectly). (d) The purchase of the Purchased Shares by the Investor is consistent with his or her general investment objectives and the Investor understands that the purchase of the Purchased Shares involves a high degree of risk and there is now no established market for the Company's capital stock and there is no assurance that any public market for such stock will develop. The Investor has no present need for liquidity in connection with its purchase of the Purchased Shares. The Investor can bear the economic risks of this investment and can afford a complete loss of its investment. (e) The Investor understands that the offering of the Purchased Shares hereunder is limited solely to "accredited investors," as that term is defined under Regulation D of the Securities Act. The Investor represents and warrants to the Company that the Investor is an "accredited investor", as so defined. The Investor acknowledges that he or she is a resident of the state listed in the address on the Investor's signature page hereto or, if the Investor is an entity, that the principal place of business of the Investor is in the state listed in such address. (f) No person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Company for any commission, fee or other compensation as a finder or broker because of any act or omission by the Investor or by any agent of the Investor.

Representations and Warranties of the Investor to the Company. The Investor represents and warrants to the Company as follows: (a) The Investor will acquire the Purchased Shares for investment for the account of the Investor and not for the account of any other person, and not with a view toward resale or other distribution thereof. The Investor understands that the Purchased Shares have not been registered under the Securities Act and applicable state securities laws and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available. The Investor further understands and agrees that, until so registered or transferred pursuant to the provisions of Rule 144 under the Securities Act, the certificate(s) for the Purchased Shares shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THEIR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. The Investor understands and agrees that the Company is under no obligation to register the Purchased Shares, whether upon initial issuance or upon any transfer thereof, under the Securities Act and applicable state securities laws, and that Rule 144 may not be available as a basis for exemption from registration. (b) The Investor or the Investor's representative, during the course of this transaction and prior to the purchase of the Purchased Shares, has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of the offering, and to obtain any additional information or documents relative to the Company, its business and an investment, as the Investor has deemed necessary. (c) The Investor or the Investor's representative is capable of evaluating the merits and risks of the purchase of the Purchased Shares. The Investor has the capacity to protect his or her own interests in connection with the purchase of the Purchased Shares by reason of the Investor's business or financial experience or the business or financial experience of his or her representative (who is unaffiliated with and who is not compensated by the Company or any affiliate, directly or indirectly). (d) The purchase of the Purchased Shares by the Investor is consistent with his or her general investment objectives and the Investor understands that the purchase of the Purchased Shares involves a high degree of risk and there is now no established market for the Company's capital stock and there is no assurance that any public market for such stock will develop. The Investor has no present need for liquidity in connection with its purchase of the Purchased Shares. The Investor can bear the economic risks of this investment and can afford a complete loss of its investment. (e) The Investor understands that the offering of the Purchased Shares hereunder is limited solely to "accredited investors," as that term is defined under Regulation D of the Securities Act. The Investor represents and warrants to the Company that the Investor is an "accredited investor", as so defined. The Investor acknowledges that he or she is a resident of the state location listed in the address on the Investor's signature page hereto or, if the Investor is an entity, that the principal place of business of the Investor is in the state location listed in such address. (f) No person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Company for any commission, fee or other compensation as a finder or broker because of any act or omission by the Investor or by any agent of the Investor.

Representations and Warranties of the Investor to the Company. The Investor represents and warrants to the Company as follows: (a) The Investor is purchasing the Note(s) being purchased by the Investor, and if and when the Note(s) are converted will acquire the Purchased Shares shares of the Company's Common Stock issuable upon conversion thereof in each case for investment for the account of the Investor and not for the account of any other person, and not with a view toward resale or other distribution thereof. The Investor understands that the Purchased Shares Notes being purchased by the Investor have not been been, and when issued, the shares of the Company's Common Stock issuable upon conversion thereof, will not be registered under the Securities Act and applicable state securities laws and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available. The Investor further understands and agrees that, until so registered or transferred pursuant to the provisions of Rule 144 under the Securities Act, the certificate(s) for Notes and all certificates evidencing any of the Purchased Shares shares of the Company's Common Stock issuable upon conversion thereof, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THEIR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. The Investor understands and agrees that the Company does not have any present intention and is under no obligation to register the Purchased SharesNotes, the shares of the Company's Common Stock issuable upon conversion thereof, whether upon initial issuance or upon any transfer thereof, thereof under the Securities Act and applicable state securities laws, and that Rule 144 may not be available as a basis for exemption from registration. (b) The Investor or the Investor's representative, during the course of this transaction and prior to the purchase of the Purchased SharesNotes being purchased by the Investor hereunder, has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of the offering, and to obtain any additional information or documents relative to the Company, its business and an investmentinvestment in the Company necessary to verify the accuracy of information provided by the Company relative to the business of the Company. The Investor or the Investor's representative has received and read or reviewed, as and is familiar with, this Agreement and all such additional information and documents requested by the Investor has deemed necessaryInvestor. (c) The Investor or the Investor's representative is capable of evaluating the merits and risks of the purchase of the Purchased SharesNotes. The Investor has the capacity to protect his or her own interests in connection with the purchase of the Purchased Shares Notes by reason of the Investor's business or financial experience or the business or financial experience of his or her representative (who is unaffiliated with and who is not compensated by the Company or any affiliate, directly or indirectly). (d) The purchase of the Purchased Shares Notes by the Investor is consistent with his or her general investment objectives and the Investor understands that the purchase of the Purchased Shares each Note involves a high degree of risk and there is now no established market for the Company's capital stock and there is no assurance that any public market for such stock will develop. The Investor has no present need for liquidity in connection with its purchase of the Purchased SharesNotes being purchased by him or her hereunder. The Investor can bear the economic risks of this investment and can afford a complete loss of its investment. (e) The Investor understands that the offering of the Purchased Shares hereunder Offering is limited solely to "accredited investors," as that term is defined under Regulation D of the Securities Act. The Investor represents and warrants to the Company that the Investor is an "accredited investor", as so defined. The Investor acknowledges that he or she is an accredited investor and that the Investor is a resident of the state listed in the address on the Investor's signature page hereto orhereto, or if the Investor is an entity, that the principal place of business of the Investor is in the state listed in such address. (f) No person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Company for any commission, fee or other compensation as a finder or broker because of any act or omission by the Investor or by any agent of the Investor.