Common use of Representations, Warranties and Agreements of the Purchaser Clause in Contracts

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, NMB as follows: 3.1. Purchaser is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the "SECURITIES ACT"), as follows (check as applicable): [X] a natural person who either (a) has (along with his/her spouse) a net worth which exceeds $1,000,000 at the time of the purchase or (b) has had an individual income in excess of $200,000 (or a joint income with his/her spouse which exceeds $300,000) for each of the two most recent years and has a reasonable expectation of reaching the same income level (or joint income level) in the current year; [ ] any bank or savings and loan association acting in its individual or fiduciary capacity any registered broker-dealer, insurance company, registered investment company, business development company, small business investment company or employee benefit plan (a) if the investment decision is made by a fiduciary which is a bank, savings and loan association, insurance company or registered investment advisor or (b) if the plan has total assets in excess of $5,000,000 or (c) if a self-directed plan, the investment decisions are made solely by persons that are accredited investors; [ ] any private business development company; [ ] any organization under section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; [ ] any trust with assets in excess of $5,000,000 not formed for the specific purpose of buying the securities offered, whose purchase is directed by a "sophisticated person"; a revocable grantor trust will be accredited where each of the grantors is an accredited investor; similarly, an Individual Retirement Account ("IRA") will be accredited where the individual for whose benefit the XXX was established is an accredited investor; [ ] any dirxxxor or executive officer of NMB; or [ ] any entity in which all equity owners are accredited investors. 3.2. Purchaser is purchasing the Shares for Purchaser's own account for investment and not with a view to, or for resale in connection with, a distribution of the Shares within the meaning of the Securities Act. In that regard, Purchaser understands that (a) the Shares have not been registered under the Securities Act or under any state securities laws and are therefore "restricted securities"; (b) the Shares may not be sold or transferred unless they are registered under the Securities Act or an exemption from such registration is available. 3.3. Purchaser understands that an investment in the Shares involves risk, and Purchaser has the financial ability to bear the economic risk of this investment in the Shares, including a complete loss of such investment; Purchaser has reviewed the risk factors set forth in NMB's SEC Filings under the heading "Factors Which May Affect Future Operating Results" in Management's Discussion and Analysis of Financial Condition and Results of Operations of such SEC Filings. 3.4. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Shares and in protecting Purchaser's own interests in connection with this transaction; Purchaser has reviewed the SEC Filings to the extent deemed necessary by Purchaser, and Purchaser has had the opportunity to investigate the business and affairs of NMB and to ask questions of NMB's officers either directly or through Purchaser's authorized representatives. 3.5. Purchaser understands and agrees that each certificate evidencing the Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE." Purchaser agrees that NMB may place stop orders on each certificate evidencing any of the Shares with its transfer agent, if any, to the same effect as the legend set forth in this Section 3.5. The legend and stop transfer notice referred to above shall be removed only upon Purchaser furnishing to NMB an opinion of counsel (reasonably satisfactory to NMB) to the effect that such legend may be removed or at such time as the Shares may be sold pursuant to Rule 144(k). 3.6. Purchaser acknowledges that transfers of the Shares are restricted by Article XIII of the Articles of Incorporation of NMB and that certificates evidencing the Shares will bear the legend required by such Article XIII. 3.7. Purchaser hereby agrees to indemnify and defend (with counsel acceptable to NMB) NMB and its directors, officers and agents and hold them harmless from and against any and all liability, loss, damage, cost or expense, including costs and reasonable attorneys' fees, incurred on account of or arising out of: (a) any material breach of or inaccuracy in Purchaser's representations, warranties or agreements herein but not with respect to third party claims arising out of the representations contained in Section 3.3 and 3.4; and (b) any disposition of any of the Shares contrary to any of Purchaser's representations, warranties or agreements in this Subscription Agreement. 3.8. This Subscription Agreement has been duly and validly authorized, executed and delivered on behalf of Purchaser and is a valid, legal and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. 3.9. Purchaser is a resident of the jurisdiction set forth on the signature page of this Subscription Agreement. 3.10. Purchaser acknowledges that Wedbush Morgan Securities is acting as placement agent (the "PLACEMENT AGENT") xxx certain of the shares of Common Stock offered in the Offering (but not the Shares) and will be compensated by NMB for acting in such capacity. Purchaser further acknowledges that the Placement Agent has acted solely as placement agent in connection with the Offering, that the information and data provided to Purchaser in connection with the Offering have not been subjected to independent verification by the Placement Agent, and that the Placement Agent makes no representation or warranty with respect to the accuracy or completeness of such information, data or other related disclosure material. Purchaser further acknowledges that in making its decision to enter into this Subscription Agreement and purchase the Shares, it has relied on its own examination of NMB and the terms of, and consequences, of holding the Shares. Purchaser further acknowledges that the provisions of this Section 3.10 are for the benefit of, and may be enforced by, the Placement Agent with respect to Purchaser's Subscription but not with respect to any other subscriber in the Offering.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, NMB as follows: 3.1. Purchaser is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the "SECURITIES ACT"), as follows (check as applicable): [X] a natural person who either (a) has (along with his/her spouse) a net worth which exceeds $1,000,000 at the time of the purchase or (b) has had an individual income in excess of $200,000 (or a joint income with his/her spouse which exceeds $300,000) for each of the two most recent years and has a reasonable expectation of reaching the same income level (or joint income level) in the current year; [ ] any bank or savings and loan association acting in its individual or fiduciary capacity any registered broker-dealer, insurance company, registered investment company, business development company, small business investment company or employee benefit plan (a) if the investment decision is made by a fiduciary which is a bank, savings and loan association, insurance company or registered investment advisor or (b) if the plan has total assets in excess of $5,000,000 or (c) if a self-directed plan, the investment decisions are made solely by persons that are accredited investors; [ ] any private business development company; [ ] any organization under section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; [ ] any trust with assets in excess of $5,000,000 not formed for the specific purpose of buying the securities offered, whose purchase is directed by a "sophisticated person"; a revocable grantor trust will be accredited where each of the grantors is an accredited investor; similarly, an Individual Retirement Account ("IRA") will be accredited where the individual for whose benefit the XXX was established is an accredited investor; [ ] any dirxxxor or executive officer of NMB; or [ ] any entity in which all equity owners are accredited investors. 3.2. Purchaser is purchasing the Shares for Purchaser's own account for investment and not with a view to, or for resale in connection with, a distribution of the Shares within the meaning of the Securities Act. In that regard, Purchaser understands that (a) the Shares have not been registered under the Securities Act or under any state securities laws and are therefore "restricted securities"; (b) the Shares may not be sold or transferred unless they are registered under the Securities Act or an exemption from such registration is available. 3.3. Purchaser understands that an investment in the Shares involves risk, and Purchaser has the financial ability to bear the economic risk of this investment in the Shares, including a complete loss of such investment; Purchaser has reviewed the risk factors set forth in NMB's SEC Filings under the heading "Factors Which May Affect Future Operating Results" in Management's Discussion and Analysis of Financial Condition and Results of Operations of such SEC Filings. 3.4. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Shares and in protecting Purchaser's own interests in connection with this transaction; Purchaser has reviewed the SEC Filings to the extent deemed necessary by Purchaser, and Purchaser has had the opportunity to investigate the business and affairs of NMB and to ask questions of NMB's officers either directly or through Purchaser's authorized representatives. 3.5. Purchaser understands and agrees that each certificate evidencing the Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE." Purchaser agrees that NMB may place stop orders on each certificate evidencing any of the Shares with its transfer agent, if any, to the same effect as the legend set forth in this Section 3.5. The legend and stop transfer notice referred to above shall be removed only upon Purchaser furnishing to NMB an opinion of counsel (reasonably satisfactory to NMB) to the effect that such legend may be removed or at such time as the Shares may be sold pursuant to Rule 144(k). 3.6. Purchaser acknowledges that transfers of the Shares are restricted by Article XIII of the Articles of Incorporation of NMB and that certificates evidencing the Shares will bear the legend required by such Article XIII. 3.7. Purchaser hereby agrees to indemnify and defend (with counsel acceptable to NMB) NMB and its directors, officers and agents and hold them harmless from and against any and all liability, loss, damage, cost or expense, including costs and reasonable attorneys' fees, incurred on account of or arising out of: (a) any material breach of or inaccuracy in Purchaser's representations, warranties or agreements herein but not with respect to third party claims arising out of the representations contained in Section 3.3 and 3.4; and (b) any disposition of any of the Shares contrary to any of Purchaser's representations, warranties or agreements in this Subscription Agreement. . 3.8. This Subscription Agreement has been duly and validly authorized, executed and delivered on behalf of Purchaser and is a valid, legal and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. 3.9. Purchaser is a resident of the jurisdiction set forth on the signature page of this Subscription Agreement. 3.10. Purchaser acknowledges that Wedbush Morgan Securities is acting as placement agent (the "PLACEMENT AGENT") xxx certain of the shares of Common Stock offered in the Offering (but not the Shares) and will be compensated by NMB for acting in such capacity. Purchaser further acknowledges that the Placement Agent has acted solely as placement agent in connection with the Offering, that the information and data provided to Purchaser in connection with the Offering have not been subjected to independent verification by the Placement Agent, and that the Placement Agent makes no representation or warranty with respect to the accuracy or completeness of such information, data or other related disclosure material. Purchaser further acknowledges that in making its decision to enter into this Subscription Agreement and purchase the Shares, it has relied on its own examination of NMB and the terms of, and consequences, of holding the Shares. Purchaser further acknowledges that the provisions of this Section 3.10 are for the benefit of, and may be enforced by, the Placement Agent with respect to Purchaser's Subscription but not with respect to any other subscriber in the Offering.