Common use of Representations by the Purchasers Clause in Contracts

Representations by the Purchasers. Purchaser and each Additional Purchaser severally represents to the Company that he (it) is purchasing his (its) Shares for his (its) own account for investment and with no present intention of distributing or reselling his (its) Shares or any part thereof in violation of any applicable law, subject, nevertheless, to any requirement of law that the disposition of his (its) property shall at all times be and remain within his (its) control. Purchaser and each Additional Purchaser is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Securities Act. Purchaser and each Additional Purchaser has been provided with a complete copy of the PPM and has reviewed the PPM and has had the opportunity to consult with his or its financial advisor to the extent necessary to make an informed investment decision. Purchaser and each Additional Purchaser has been provided with or been given complete access to all of the financial and other information requested by such Purchaser or Additional Purchaser or deemed by such Purchaser or such Additional Purchaser to be necessary or material for such person to make an analysis and decision concerning the investment contemplated by this Agreement. Purchaser and each Additional Purchaser has substantial experience in investing and acknowledges that he (it) is able to bear the economic risk of an investment in the Securities and has such knowledge and experience in financial or business matters that he (it) is capable of evaluating the merits and risks of the investment in the Securities (hereinafter defined). Purchaser and each Additional Purchaser hereby acknowledges (i) that neither his (its) Shares nor the Series A Conversion Shares nor Series B Conversion Shares issuable upon conversion of his (its) Shares (Series A Conversion Shares and Series B Conversion Shares together with the Shares are collectively referred to herein as the "Securities") have been registered under the provisions of the Securities Act, and must be held indefinitely unless they are subsequently registered thereunder or an exemption from such registration is available; (ii) that any sale of the Securities made in reliance upon Rule 144 or Rule 144A can be made only in accordance with the terms and conditions of such Rules and, further, that if such Rules are not applicable, any resale of the Securities under circumstances in which the seller, or the Person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the Securities Act, may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission, or other governmental authority substituted therefor; and (iii) that the Company is under no obligation to register the Securities under the Securities Act or to comply with the terms and conditions of any exemption thereunder, except as provided in this Section 1.3 and the Investors' Rights Agreement. The certificates representing the Securities may bear restrictive legends in the following form (and a stop-transfer order may be placed against transfer of the Securities): "1. The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any applicable state securities laws, and may not be sold, transferred or assigned, and the Company is not required to give effect to any attempted sale, transfer or assignment, except (i) pursuant to an effective registration statement covering such securities under the Act and any applicable state securities laws, (ii) in a transaction permitted by Rule 144 promulgated under the Act and as to which the Company has received reasonably satisfactory evidence of compliance with the provisions of Rule 144, (iii) to a person who the seller reasonably believes is a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Act purchasing for its own account or for the account of a Qualified Institutional Buyer that is aware that the resale, pledge or other transfer is being made in reliance upon Rule 144A promulgated under the Act, or (iv) upon receipt of a legal opinion rendered by counsel (who may be an employee of the party for whom or on whose behalf the opinion is being rendered) reasonably satisfactory to the Company to the effect that the transaction does not require registration under the Act and any applicable state securities laws.

Representations by the Purchasers. Each Purchaser and each Additional Purchaser hereby severally represents and warrants, as follows: (a) It is the Purchaser's present intention to acquire the Company that he (it) is purchasing his (its) Shares Notes and the Warrants for his (its) its own account and the Note and the Warrant are being and will be acquired for the purpose of investment and not with no present intention of distributing a view to distribution or reselling his (its) Shares or any part thereof in violation of any applicable law, resale thereof; subject, nevertheless, to any requirement of law the condition that the disposition of his (its) the property of the Purchaser shall at all times be and remain within his its control. (itsb) control. Purchaser and each Additional The Purchaser is an accredited investor as that term is defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under Regulation D of the Securities Act with at least $70,000,000 of investment assets or is a "accredited investorqualified institutional buyer" within the meaning of Rule 501(a) promulgated under the Securities Act. Purchaser and each Additional Purchaser has been provided with a complete copy of the PPM and has reviewed the PPM and has had the opportunity to consult with his or its financial advisor to the extent necessary to make an informed investment decision. Purchaser and each Additional Purchaser has been provided with or been given complete access to all of the financial and other information requested by such Purchaser or Additional Purchaser or deemed by such Purchaser or such Additional Purchaser to be necessary or material for such person to make an analysis and decision concerning the investment contemplated by this Agreement. Purchaser and each Additional Purchaser has substantial experience in investing and acknowledges that he (it) is able to bear the economic risk of an investment in the Securities and has such knowledge and experience in financial or business matters that he (it) is capable of evaluating the merits and risks of the investment in the Securities (hereinafter defined). Purchaser and each Additional Purchaser hereby acknowledges (i) that neither his (its) Shares nor the Series A Conversion Shares nor Series B Conversion Shares issuable upon conversion of his (its) Shares (Series A Conversion Shares and Series B Conversion Shares together with the Shares are collectively referred to herein as the "Securities") have been registered under the provisions 144A of the Securities Act, and must be held indefinitely unless they are subsequently registered thereunder or an exemption from such registration is available; was not organized for the specific purpose of acquiring the Notes and the Warrants. (iic) The Purchaser represents that any sale it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Securities made Company's stage of development so as to be able to evaluate the risks and merits of its investment in reliance the Company and it is able financially to bear the risks thereof. (d) The Purchaser understands that (i) the Notes and the Warrants, the shares issuable upon Rule 144 or Rule 144A can be made only in accordance with the terms and conditions of such Rules and, further, that if such Rules are not applicable, any resale conversion of the Securities under circumstances in which the seller, or the Person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the Securities Act, may require compliance with some other exemption under the Securities Act or the rules Notes and regulations exercise of the Securities Warrants, and Exchange Commission, or other governmental authority substituted therefor; and (iii) that the Company is under no obligation to register the Securities under the Securities Act or to comply with the terms and conditions shares issuable upon conversion of any exemption thereunder, except as provided in this Section 1.3 convertible securities issued with respect to the Notes and the Investors' Rights Agreement. The certificates representing the Securities may bear restrictive legends in the following form (and a stop-transfer order may be placed against transfer of the Securities): "1. The securities represented by this Certificate Warrants have not been registered under the Securities Act by reason of 1933, as amended (their issuance in a transaction exempt from the "Act") or any applicable state securities laws, and may not be sold, transferred or assigned, and registration requirements of the Company is not required to give effect to any attempted sale, transfer or assignment, except (i) Securities Act pursuant to an effective registration statement covering such securities Section 4(2) thereof or Rule 505 or 506 promulgated under the Act and any applicable state securities lawsSecurities Act, (ii) in the Notes and the Warrants, the shares issuable upon conversion of the Notes and exercise of the Warrants, and the shares issuable upon conversion of any convertible securities issued with respect to the Notes and the Warrants must be held indefinitely unless a transaction permitted by Rule 144 promulgated subsequent disposition thereof is registered under the Securities Act and as to which the Company has received reasonably satisfactory evidence of compliance with the provisions of Rule 144or is exempt from such registration, (iii) the Warrants and the shares issuable upon conversion of the Notes and exercise of the Warrants or upon conversion of any convertible securities issued with respect to the Note and the Warrant will bear a person who the seller reasonably believes is a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Act purchasing for its own account or for the account of a Qualified Institutional Buyer that is aware that the resale, pledge or other transfer is being made in reliance upon Rule 144A promulgated under the Act, or legend to such effect and (iv) upon receipt the Company will make a notation on its transfer books to such effect. (e) The Purchaser has all necessary power and has taken all action required to make all the provisions of this Agreement, the Notes, the Warrants and any other agreements and instruments executed by it in connection herewith and therewith the valid and enforceable obligations they purport to be. (f) No Person has or will have, as a legal opinion rendered by counsel (who may be an employee result of the party transactions contemplated by this Agreement, any right, interest or valid claim against or upon the Purchaser for whom any commission, fee or on whose behalf other compensation as a finder or broker because of any act or omission by the opinion is being renderedPurchaser or any agent of the Purchaser. (g) reasonably satisfactory to The Purchaser had a preexisting relationship with the Company prior to executing this Agreement or any other documents relating thereto. (h) The Purchaser was not induced by the effect filing of the Registration Statement to participate in the offer and sale of the Notes or the Warrants or the shares of Common Stock or any convertible securities underlying the Notes or the Warrants, and that the transaction does Purchaser's decision to so participate was not require registration under influenced by the Act and any applicable state securities lawsinformation contained in the Registration Statement.

Representations by the Purchasers. Purchaser and each Additional Purchaser severally represents to the Company that he (it) is purchasing his (its) Shares for his (its) own account for investment and with no present intention of distributing or reselling his (its) Shares or any part thereof in violation of any applicable law, subject, nevertheless, to any requirement of law 3.1 The Purchasers recognize that the disposition purchase of his Securities involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that (itsi) property shall at all times the Purchasers may not be able to liquidate the Purchasers' investment in the event of an emergency; (ii) transferability is extremely limited; and remain within his (itsiii) control. Purchaser and each Additional Purchaser is an "accredited investor" within in the meaning event of Rule 501(a) promulgated under a disposition, the Securities Act. Purchaser and each Additional Purchaser has been provided with Purchasers could sustain a complete copy loss of the PPM Purchasers' entire investment. 3.2 The Purchasers represent that (i) the Purchasers are competent to understand and has reviewed do understand the PPM and has had the opportunity to consult with his or its financial advisor to the extent necessary to make an informed investment decision. Purchaser and each Additional Purchaser has been provided with or been given complete access to all nature of the financial investment; and other information requested by such Purchaser or Additional Purchaser or deemed by such Purchaser or such Additional Purchaser to be necessary or material for such person to make an analysis and decision concerning (ii) the investment contemplated by this Agreement. Purchaser and each Additional Purchaser has substantial experience in investing and acknowledges that he (it) is Purchasers are able to bear the economic risk of an investment in this investment. 3.3 The Purchasers hereby represent that the Purchasers have been furnished by the Company during the course of this transaction with all information regarding Sector, Histech and DBE which the Purchasers had requested or desired to know; that all other documents which could be reasonably provided have been made available for the Purchasers' inspection and review; and that the Purchasers have been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of Sector, Histech and DBE concerning the terms and conditions of the Agreement, and any additional information that the Purchasers had requested. 3.4 The Purchasers hereby acknowledge that this sale of Securities has not been reviewed by the Securities and has such knowledge and experience in financial or business matters that he Exchange Commission (itthe "SEC") is capable of evaluating the merits and risks because of the investment in Company's representations that this is intended to be a private sale pursuant to Section 4(1) of the 1933 Act. The Purchasers represent that the Securities (hereinafter defined)are being purchased for the Purchasers' own account, for investment purposes and not for distribution or resale to others. Purchaser and each Additional Purchaser hereby acknowledges (i) The Purchasers agree that neither his (its) Shares nor the Series A Conversion Shares nor Series B Conversion Shares issuable upon conversion Purchasers will not sell, transfer or otherwise dispose of his (its) Shares (Series A Conversion Shares and Series B Conversion Shares together with any of the Shares Securities unless they are collectively referred to herein as the "Securities") have been registered under the provisions of the Securities Act, and must be held indefinitely 1933 Act or unless they are subsequently registered thereunder or an exemption from such registration is available; (ii) . 3.5 The Purchasers understand that any sale of the Securities made in reliance upon Rule 144 or Rule 144A can be made only in accordance with the terms and conditions of such Rules and, further, that if such Rules are not applicable, any resale of the Securities under circumstances in which the seller, or the Person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the Securities Act, may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission, or other governmental authority substituted therefor; and (iii) that the Company is under no obligation to register the Securities under the Securities Act or to comply with the terms and conditions of any exemption thereunder, except as provided in this Section 1.3 and the Investors' Rights Agreement. The certificates representing the Securities may bear restrictive legends in the following form (and a stop-transfer order may be placed against transfer of the Securities): "1. The securities represented by this Certificate have not been registered under the 1933 Act by reason of a claimed exemption under the provisions of the 1933 Act which depends, in part, upon the Purchasers' investment intention. In this connection, the Purchasers understand that it is the position of the SEC that the statutory basis for such exemption would not be present if the Purchasers' representation merely meant that the Purchasers' present intention was to hold the Securities for a short period, for a deferred sale, for a market rise, assuming that a market develops and is maintained, or for any other fixed period. The Purchasers realize that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with the Purchasers' representation to the Company, and the SEC might regard such a sale, transfer or other disposition as a deferred sale for which no exemption from registration is available. 3.6 The Purchasers agree that Sector, Histech and DBE may, if they desire, permit the transfer of the Securities by the Purchasers out of the Purchasers' name only when the Purchasers' request for transfer is accompanied by an opinion of counsel reasonably satisfactory to Sector, Histech and DBE that the proposed sale, transfer or disposition does not result in a violation of the 1933 Act of 1933, as amended (the "Act") or any applicable state securities laws"Blue Sky" laws (collectively, "Securities Laws"). The Purchasers agree to hold the Sector, Histech and may not be soldDBE and their respective directors, transferred or assignedofficers and controlling persons and their respective heirs, representatives, successors and the Company is not required assigns harmless and to give effect to indemnify them against all liabilities, costs and expenses incurred by them as a result of any attempted sale, transfer or assignment, except (i) pursuant other disposition of the Securities by the undersigned Purchasers in violation of any Securities Laws or any misrepresentation herein. 3.7 The Purchasers consent to an effective registration statement covering such securities the placement of a legend on the certificates evidencing the Securities stating that they have not been registered under the 1933 Act and any applicable state securities lawssetting forth or referring to the restrictions on the sale, (ii) in a transaction permitted by Rule 144 promulgated under the Act and as to which the Company has received reasonably satisfactory evidence of compliance with the provisions of Rule 144, (iii) to a person who the seller reasonably believes is a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Act purchasing for its own account transfer or for the account of a Qualified Institutional Buyer that is other disposition thereof. The Purchasers are aware that the resaleCompany will make a notation in its appropriate records with respect to the restrictions on the sale, pledge transfer or other transfer is being made in reliance upon Rule 144A promulgated under the Act, or (iv) upon receipt of a legal opinion rendered by counsel (who may be an employee disposition of the party for whom or on whose behalf the opinion is being rendered) reasonably satisfactory to Securities. 3.8 The Purchasers acknowledge and agree that the Company is relying on the Purchasers' representations contained in this Agreement and the related subscription documents in determining whether to sell the effect Securities to Purchasers. The Purchasers hereby give the Company authority to call the Purchasers' bank or place of employment or otherwise review the financial standing of the Purchasers. 3.9 The Purchasers represent and warrant that all representations made by Purchasers hereunder are true and correct in all material respects as of the date of execution hereof, and Purchasers further agree that until the closing on the Securities subscribed for the Purchasers shall inform the Company immediately of any changes in any of the representations provided by the Purchasers hereunder. 3.10 The Purchasers represent and warrant that the transaction does not require registration under Purchasers shall undertake to complete all filings required by the Securities Exchange Act of 1934, as amended, and any applicable state securities lawsother laws on a timely basis.

Representations by the Purchasers. Each Purchaser make the following representations and each Additional Purchaser severally represents warranties to the Company that he (it) is purchasing his (its) Shares for his (its) own account for investment and with no present intention of distributing or reselling his (its) Shares or any part thereof in violation of any applicable law, subject, nevertheless, to any requirement of law that the disposition of his (its) property shall at all times be and remain within his (its) control. Purchaser and each Additional Purchaser is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Securities Act. Purchaser and each Additional Purchaser has been provided with a complete copy of the PPM and has reviewed the PPM and has had the opportunity to consult with his or its financial advisor to the extent necessary to make an informed investment decision. Purchaser and each Additional Purchaser has been provided with or been given complete access to all of the financial and other information requested by such Purchaser or Additional Purchaser or deemed by such Purchaser or such Additional Purchaser to be necessary or material for such person to make an analysis and decision concerning the investment contemplated by this Agreement. Purchaser and each Additional Purchaser has substantial experience in investing and acknowledges that he (it) is able to bear the economic risk of an investment in the Securities and has such knowledge and experience in financial or business matters that he (it) is capable of evaluating the merits and risks of the investment in the Securities (hereinafter defined). Purchaser and each Additional Purchaser hereby acknowledges Company: (i) that neither his (its) Shares nor None of the Series A Conversion Shares nor Series B Conversion Shares issuable upon conversion of his (its) Shares (Series A Conversion Shares and Series B Conversion Shares together with or shares of Common Stock that may be issued upon the Shares are collectively referred to herein as the "Securities"conversion thereof or in payment of dividends thereon) have been registered under the provisions of the Securities Act, and must be held indefinitely unless they are subsequently registered thereunder or an exemption from such registration is available; (ii) that any sale of the Securities made in reliance upon Rule 144 or Rule 144A can be made only in accordance with the terms and conditions of such Rules and, further, that if such Rules are not applicable, any resale of the Securities under circumstances in which the seller, or the Person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the Securities Act, may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission, or other governmental authority substituted therefor; and (iii) that the Company is under no obligation to register the Securities under the Securities Act or to comply with the terms and conditions of any exemption thereunder, except as provided in this Section 1.3 and the Investors' Rights Agreement. The certificates representing the Securities may bear restrictive legends in the following form (and a stop-transfer order may be placed against transfer of the Securities): "1. The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the "“Securities Act") ”), or any state securities laws. The Purchaser understands that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder, or not subject to such requirement, by virtue of Regulation S promulgated under the Securities Act, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement. (ii) The Purchaser has carefully reviewed the reports and other documents filed by the Company from time to time with the Securities and Exchange Commission (the “SEC Reports”) and all other documents requested by the Purchaser (the “Requested Documents”) and understands the information contained therein. (iii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Shares, or passed upon or endorsed the merits of the offer or sale thereof. (iv) All documents, records and books pertaining to the investment in the Shares (including, without limitation, the Transaction Documents) have been made available for inspection by the Purchaser and its representatives. Purchaser hereby acknowledges that all such information is confidential and Purchaser shall not disclose any such confidential information to any third party other than as set forth herein. (v) The Purchaser has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Shares and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Purchaser. (vi) In evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation or other information (oral or written) other than as stated in the SEC Reports and the Requested Documents. (vii) The Purchaser is unaware of, is in no way relying on, and did not become aware of the offering of the Shares through or as a result of, any form of general solicitation or general advertising as those terms are used in Regulation D under the Securities Act, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, in connection with the offering and sale of the Shares and is not subscribing for Shares and did not become aware of the offering of the Shares through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchaser in connection with investments in the Shares generally. (viii) The Purchaser has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. (ix) The Purchaser has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities similar to the Shares, so as to enable the Purchaser to utilize the information made available to it in connection with the offering of the Shares to evaluate the merits and risks of an investment in the Shares and the Company and to make an informed investment decision with respect thereto. (x) The Purchaser is not relying on the Company or any of its employees, officers or agents with respect to the legal, tax, economic and related considerations as to an investment in the Shares, and the Purchaser has relied on the advice of, or has consulted with, only his own advisors. (xi) The Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to resale, assignment or distribution thereof, in whole or in part. The Purchaser has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Shares, and the Purchaser has no plans to enter into any such agreement or arrangement. The Purchaser will not engage in hedging transactions with respect to the Shares or the securities received upon exchange of the Shares unless in compliance with the registration requirements of the Securities Act. (xii) The Purchaser must bear the substantial economic risks of the investment in the Shares indefinitely because none of the Shares (or shares of Common Stock that may be issued upon the conversion thereof) may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, and may not be sold, transferred laws or assigned, and the Company an exemption from such registration is not required to give effect to any attempted sale, transfer or assignment, except (i) pursuant to an effective registration statement covering such securities under the Act and any applicable state securities laws, (ii) in a transaction permitted by Rule 144 promulgated under the Act and as to which the Company has received reasonably satisfactory evidence of compliance with the provisions of Rule 144, (iii) to a person who the seller reasonably believes is a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Act purchasing for its own account or for the account of a Qualified Institutional Buyer that is aware that the resale, pledge or other transfer is being made in reliance upon Rule 144A promulgated under the Act, or (iv) upon receipt of a legal opinion rendered by counsel (who may be an employee of the party for whom or on whose behalf the opinion is being rendered) reasonably satisfactory available. Subject to the Company terms hereunder, legends shall be placed on the Securities to the effect that the transaction does they have not require registration been registered under the Securities Act and any or applicable state securities lawslaws and appropriate notations thereof will be made in the Company’s records. Stop transfer instructions will be placed with the transfer agent of the shares of Common Stock. Although the Company has the obligation to register for resale the securities received upon conversion of the shares of Series B Preferred Stock (see the Registration Rights Agreement), there can be no assurance that such registration will be completed within the time frames required by the Company, or at all. It is not anticipated that there will be any active market for resale of the Securities, and such securities will not be freely transferable at any time in the foreseeable future, until the registration statement filed pursuant to the Registration Rights Agreement is declared effective. (xiii) The Purchaser has adequate means of providing for its current financial needs and foreseeable contingencies and has no need for liquidity of the investment in the Shares for an indefinite period of time. (xiv) The Purchaser is aware that an investment in the Shares involves a number of very significant risks and has carefully read and considered the matters set forth under the caption “Risk Factors” in the SEC Reports. (xv) The Purchaser meets the requirements of at least one of the suitability standards for an “accredited investor” as set forth on the Investor Certification contained herein or is a “non-US Person” as set forth on such Investor Certification. (xvi) The Purchaser: (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, limited liability company or partnership, association, joint stock company, trust, unincorporated organization or other entity, (A) such entity was not formed for the specific purpose of acquiring the Shares, (B) such entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (C) the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of law or its charter or other organizational documents, (D) such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares (and the shares of Common Stock that are issuable upon the conversion thereof), (E) the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, and (F) this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; and (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, such representative has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, limited liability company or limited liability partnership, or other entity for whom such representative is executing this Subscription Agreement, and such individual, xxxx, partnership, trust, estate, corporation, limited liability company or partnership, or other entity has full right and power to perform this Subscription Agreement and make an investment in the Company, and that this Subscription Agreement constitutes a legal, valid and binding obligation of such Purchaser. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound. (xvii) The Purchaser had the opportunity to obtain any additional information, to the extent the Company had such information in its possession or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Reports and all documents received or reviewed in connection with the purchase of the Shares and the opportunity to have representatives of the Company provide it with such additional information regarding the terms and conditions of this particular investment and the financial condition, results of operations, business and prospects of the Company deemed relevant by the Purchaser and all such requested information, to the extent the Company had such information in its possession or could acquire it without unreasonable effort or expense, has been provided to Purchaser to its full satisfaction. (xviii) The Purchaser represents to the Company that any information which the undersigned has heretofore furnished or furnishes herewith to the Company is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration under Federal and state securities laws in connection with the offering of the Shares. The Purchaser further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company's issuance of the Shares. (xix) The Purchaser has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such a loss should occur. The Purchaser’s overall commitment to investments which are not readily marketable is not excessive in view of its net worth and financial circumstances and the purchase of the Shares will not cause such commitment to become excessive. The investment is a suitable one for the Purchaser. (xx) No oral or written representations have been made, or oral or written information furnished, to the Purchaser in connection with the offering of the Shares or as to the Company, which are in any way inconsistent with the information contained in the SEC Reports. (xxi) The Purchaser understands that, until such securities have been registered under the Securities Act, any certificates issued to represent the Shares and any shares of Common Stock issuable upon the conversion thereof will bear a restrictive legend substantially to the following effect: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.