Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE PURCHASERS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE PURCHASERS. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Units to be received by the Purchaser will be acquired for investment for the Purchaser's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act and the Law. The Purchaser has the full right, power and authority to enter into and perform this Agreement and all other agreements contemplated hereby, and this Agreement and all other agreements contemplated hereby constitute valid and binding obligations of the Purchaser. The Purchaser acknowledges and understands that the Units must be held indefinitely unless the Units are subsequently registered under the Securities Act (see Section 6.2) and qualified under the Law or an exemption from such registration and such qualification is available. (b) The Purchaser will not sell, negotiate, pledge or otherwise dispose of any of the Units (other than in conjunction with an effective registration statement for the Units under the Securities Act) in the United States, its territories and possessions or any area subject to its jurisdiction, or to any person who is a national or resident of the United States (including any estate of such person or any corporation, partnership or other entity created or organized therein) unless and until (i) the Purchaser shall have notified the Company of the proposed disposition, and (ii) the Purchaser shall have furnished the Company with an opinion of counsel satisfactory in form and substance to the Company to the effect that such disposition will not require registration under the Securities Act. (c) The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Purchaser's prospective investment in the Units. The Purchaser has the ability to bear the economic risks of the Purchaser's prospective investment. The Purchaser has been furnished with and has had access to such information as the Purchaser has considered necessary to make a determination as to the purchase of the Units together with such additional information as is necessary to verify the accuracy of the information supplied. The Purchaser is fully aware of (i) the highly speculative nature of the investment in the Units; (ii) the financial hazards involved; (iii) the lack of liquidity of the Shares, Warrants and Warrant Shares, and the restrictions on the transferability of the Shares, Warrants and Warrant Shares; and (iv) the tax consequences of investment in the Units. The Purchaser has had all questions which have been asked by the Purchaser satisfactorily answered by the Company. The Purchaser has not been offered the Units by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media.

REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE PURCHASERS. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Units Each of the Purchasers represents and warrants, severally, but not jointly, that (i) it will acquire the Securities to be received acquired by it for its own account and that the Purchaser Securities are being and will be acquired for investment by it for the Purchaser's own account, for purpose of investment and not with a view to, or for resale in connection with, any to distribution or public offering thereof within the meaning of the Securities Act and the Law. The Purchaser has the full right, power and authority to enter into and perform this Agreement and all other agreements contemplated hereby, and this Agreement and all other agreements contemplated hereby constitute valid and binding obligations of the Purchaser. The Purchaser acknowledges and understands that the Units must be held indefinitely unless the Units are subsequently registered under the Securities Act (see Section 6.2) and qualified under the Law or an exemption from such registration and such qualification is available. (b) The Purchaser will not sell, negotiate, pledge or otherwise dispose of any of the Units (other than in conjunction with an effective registration statement for the Units under the Securities Act) in the United States, its territories and possessions or any area subject to its jurisdiction, or to any person who is a national or resident of the United States (including any estate of such person or any corporation, partnership or other entity created or organized therein) unless and until (i) the Purchaser shall have notified the Company of the proposed disposition, and resale thereof; (ii) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Purchaser; (iii) this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of such Purchaser; (iv) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (v) such Purchaser shall have furnished has had the opportunity to ask questions of and receive answers from representatives of the Company with an opinion concerning the terms of counsel satisfactory in form the offering of the Securities and substance to obtain additional information concerning the Company and its business; (vi) such Purchaser has the ability to evaluate the effect merits and risks of an investment; (vii) by reason of its own business and financial experience or that of its professional advisors it has the capacity to protect its own interests in connection with its investment in the Securities and can bear the economic risks of such disposition will not require registration investment or any of its officers or directors based on contacts of a nature and duration such as enable it and the Company (or such of the Company's officers or directors with whom it has a preexisting person or business relationship) to be aware of the character, business acumen and general business and financial circumstances of the other person; (viii) it has a preexisting personal or business relationship with the Company; and (ix) such Purchaser is an "Accredited Investor" as such term is defined in Rule 501(a) promulgated under the Securities Act. (b) Each of the Purchasers represents and warrants, severally, but not jointly, that (i) its principal address is outside the United States, (ii) it was located outside the United States at the time any offer to buy the Securities was made to it and at the time the buy order was originated by it, (iii) it is not a "U.S. person" (as defined in Rule 902(k) under the Securities Act and in the Internal Revenue Code of 1986) (a "Non-U.S. Person"), (iv) any purchase of the Securities by it will be for its own account or for the account of one or more other Non-U.S. Persons located outside the United States at the time any offer to buy the Securities was made and at the time that the buy order was originated by it, and (v) it will not engage in hedging transactions involving the Securities or the related Common Stock unless in compliance with the Securities Act. Each Purchaser shall provide, at or before Closing, a duly completed and accurate Form W-8 BEN (or equivalent form) to confirm that it is not a U.S. Person as defined in the Internal Revenue Code of 1986. (c) The acquisition by each Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Purchaser's prospective investment in the Units. The Purchaser has the ability to bear the economic risks Securities acquired by it shall constitute a confirmation of the Purchaser's prospective investmentrepresentations and warranties made by each such Purchaser as at the date of such acquisition. The Each Purchaser has been furnished with further represents that it understands and has had access to such information as agrees that the Purchaser has considered necessary to make Securities are being offered in a determination as transaction not involving any public offering within the United States and that, until registered under the Securities Act or transferred pursuant to the purchase provisions of Rule 144 as promulgated by the Commission, all Securities and certificates evidencing any of the Units together with such additional information as is necessary to verify the accuracy of the information supplied. The Purchaser is fully aware of (i) the highly speculative nature of the investment in the Units; (ii) the financial hazards involved; (iii) the lack of liquidity of the Shares, Warrants and Warrant Shares, and the restrictions on the transferability of the Shareswhether upon initial issuance or upon any transfer thereof, Warrants and Warrant Shares; and (iv) the tax consequences of investment in the Units. The Purchaser has had all questions which have been asked by the Purchaser satisfactorily answered by the Company. The Purchaser has not been offered the Units by any form of advertisementshall bear a legend, articleprominently stamped or printed thereon, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media.reading substantially as follows:

REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE PURCHASERS. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Units Each of the Purchasers represents and warrants, severally, but not jointly, that (a) it will acquire the Securities to be received acquired by it for its own account and that the Purchaser Securities are being and will be acquired for investment by it for the Purchaser's own account, for purpose of investment and not with a view to, or for resale in connection with, any to distribution or public resale thereof; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Purchaser; (c) this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of such Purchaser; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) such Purchaser has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering thereof within the meaning of the Securities Act and to obtain additional information concerning the Law. The Company and its business; and (f) such Purchaser has the full rightability to evaluate the merits and risks of an investment in the Securities and can bear the economic risks of such investment. Each Purchaser represents and warrants that it has retained no finder or broker in connection with the transactions contemplated by this Agreement. The acquisition by each Purchaser of the Securities acquired by it shall constitute a confirmation of the representations and warranties made by each such Purchaser as at the date of such acquisition. Each Purchaser further represents that it understands and agrees that no public market now exists for any of the Securities or the Warrant Shares, power and authority to enter into and perform this Agreement and all other agreements contemplated herebythat there is no assurance that a public market will ever exist for the Securities or the Warrant Shares, and this Agreement and all other agreements contemplated hereby constitute valid and binding obligations of the Purchaser. The Purchaser acknowledges and understands that the Units must be held indefinitely unless the Units are subsequently until registered under the Securities Act (see Section 6.2) or transferred pursuant to the provisions of Rule 144 as promulgated by the Commission, all Securities and qualified under certificates evidencing any of the Law Warrant Shares, whether upon initial issuance or an exemption from such registration and such qualification is availableupon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS." (b) The ACCREDITED INVESTOR/QUALIFIED INSTITUTIONAL BUYER. Each Purchaser will further represents and warrants severally, but not selljointly, negotiate, pledge that (a) such Purchaser was not formed for the sole purpose of consummating the transactions contemplated by this Agreement or otherwise dispose of any of the Units other Financing Documents, (other than b) as reflected on EXHIBIT 1.6(b) attached hereto, such Purchaser is either (i) a "Qualified Institutional Buyer" as that term is defined in conjunction with an effective registration statement for the Units Rule 144A promulgated under the Securities Act) in the United States, its territories and possessions or any area subject to its jurisdiction, or to any person who is a national or resident of the United States (including any estate of such person or any corporation, partnership or other entity created or organized therein) unless and until (i) the Purchaser shall have notified the Company of the proposed disposition, and (ii) the Purchaser shall have furnished the Company with an opinion of counsel satisfactory "Accredited Investor" as such term is defined in form and substance to the Company to the effect that such disposition will not require registration Rule 501(a) promulgated under the Securities Act. , and (c) The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Purchaser's prospective investment in the Units. The case of any Purchaser has the ability to bear the economic risks of the Purchaser's prospective investment. The Purchaser has been furnished with and has had access to that is an Accredited Investor, such information as the Purchaser has considered necessary to make a determination as to the purchase of the Units together with such additional information as is necessary to verify the accuracy of the information supplied. The Purchaser is fully aware of (i) the highly speculative nature of the investment in the Units; (ii) the financial hazards involved; (iii) the lack of liquidity of the Shares, Warrants and Warrant Shares, and the restrictions on the transferability of the Shares, Warrants and Warrant Shares; and (iv) the tax consequences of investment in the Units. The Purchaser has had all questions which have been asked by the Purchaser satisfactorily answered by the Company. The Purchaser has not been offered the Units by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such mediaa large institutional Accredited Investor.

REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE PURCHASERS. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Units Securities to be received by the Purchaser will be acquired for investment for the Purchaser's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act and the Law. The Purchaser has the full right, power and authority to enter into and perform this Agreement and all other agreements contemplated hereby, and this Agreement and all other agreements contemplated hereby constitute valid and binding obligations of the Purchaser. The Purchaser acknowledges and understands that the Units Securities must be held indefinitely unless the Units Securities are subsequently registered under the Securities Act (see Section 6.2) and qualified under the Law or an exemption from such registration and such qualification is available. (b) The Purchaser will not sell, negotiate, pledge or otherwise dispose of any of the Units Securities (other than in conjunction with an effective registration statement for the Units Securities under the Securities Act) in the United States, its territories and possessions or any area subject to its jurisdiction, or to any person who is a national or resident of the United States (including any estate of such person or any corporation, partnership or other entity created or organized therein) unless and until (i) the Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (ii) the Purchaser shall have furnished the Company with an opinion of counsel satisfactory in form and substance to the Company to the effect that such disposition will not require registration under the Securities Act. (c) The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Purchaser's prospective investment in the UnitsSecurities. The Purchaser has the ability to bear the economic risks of the Purchaser's prospective investment. The Purchaser has been furnished with and has had access to such information as the Purchaser has considered necessary to make a determination as to the purchase of the Units Securities together with such additional information as is necessary to verify the accuracy of the information supplied. The Purchaser is fully aware of (i) the highly speculative nature of the investment in the Units; (ii) the financial hazards involved; (iii) the lack of liquidity of the Shares, Warrants and Warrant Shares, and the restrictions on the transferability of the Shares, Warrants and Warrant Shares; and (iv) the tax consequences of investment in the Units. The Purchaser has had all questions which have been asked by the Purchaser satisfactorily answered by the Company. The Purchaser has not been offered the Units Securities by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media.

REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE PURCHASERS. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Units Series B Stock and the Common Stock issuable upon conversion of the Series B Stock (collectively, for purposes of this Section 4, the "Securities") to be received by the Purchaser will be acquired for investment for the Purchaser's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act and the Law. The Purchaser has the full right, power and authority to enter into and perform this Agreement and all other agreements contemplated hereby, and this Agreement and all other agreements contemplated hereby constitute valid and binding obligations of the Purchaser. The Purchaser acknowledges and understands that the Units Securities must be held indefinitely unless the Units Securities are subsequently registered under the Securities Act (see Section 6.2) and qualified under the Law or an exemption from such registration and such qualification is available. (b) The Purchaser will not sell, negotiate, pledge or otherwise dispose of any of the Units Securities (other than in conjunction with an effective registration statement for the Units Securities under the Securities Act) in the United States, its territories and possessions Act or any area subject to its jurisdiction, or to any person who is a national or resident of the United States (including any estate of such person or any corporation, partnership or other entity created or organized therein) unless and until (i) the Purchaser shall have notified the Company of the proposed disposition, and (ii) the Purchaser shall have furnished the Company with an opinion of counsel satisfactory in form and substance to the Company to the effect that such disposition will not require exemption from registration under the Securities Actapplicable federal securities laws). (c) The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Purchaser's prospective investment in the UnitsSecurities. The Purchaser has the ability to bear the economic risks of the Purchaser's prospective investment. The Purchaser has been furnished with and has had access to such information as the Purchaser has considered necessary to make a determination as to the purchase of the Units Securities together with such additional information as is necessary to verify the 7 accuracy of the information supplied. The Purchaser is fully aware of (i) the highly speculative nature of the investment in the UnitsSecurities; (ii) the financial hazards involved; (iii) the lack of liquidity of the Shares, Warrants and Warrant SharesSecurities, and the restrictions on the transferability of the Shares, Warrants and Warrant SharesSecurities; and (iv) the tax consequences of investment in the UnitsSecurities. The Purchaser has had all questions which have been asked by the Purchaser satisfactorily answered by the Company. The Purchaser has not been offered the Units Series B Stock by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media.