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

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Each Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeableknow-ledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the SharesUnits, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesUnits; (ii) the Purchaser is acquiring the number of Shares Units set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares Units, Warrants or Underlying Common Stock or any arrangement or understanding with any other persons regarding the distribution or purchase of such SharesUnits, Warrants or Underlying Common Stock; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Units, Warrants or Underlying Common Stock except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the Rules rules and Regulationsregulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder, and the terms and conditions of this Agreement; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number principal amount of Shares Units set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained in writing herein, and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company, (v) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D"); and (vi) the Purchaser is either understands that the Units and, except as provided in Section 4.8 hereof, the Warrants and the Underlying Common Stock will contain a "large institutional accredited investor" as defined in Rule 501(a)(1)legend to the following effect (provided that certificates for the Warrants shall omit the last sentence thereof): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (2)AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, (3)TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, (7) or (8) (and within the meaning of the SEC No-Action Letters: Black BoxAS AMENDED, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities ActOR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (it being understood that the foregoing does not limit the Purchaser's right to sell Shares pursuant to the Registration Statement or, other than with respect to any claims arising out of a breach of this Section 5, the Purchaser's right to indemnification pursuant to Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein Disclosure Documents and the representations and warranties of the Company contained herein; (vi) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act; and (vi) the Purchaser is either not a "large institutional accredited investordealer" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) Securities Act or is a "qualified institutional buyerbroker" as such term is defined in Rule 144A(a)(1) under or "dealer" within the Securities meaning of the Exchange Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act") and the Purchaser is also knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the SharesStock, including investments in securities issued by the CompanyCompany and investments in comparable companies, and has requested, received, reviewed and considered all information it deems deemed relevant in making an informed decision to purchase the Purchase Shares; (ii) the Purchaser is acquiring the number of Purchased Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment investments only and with no present intention of distributing any of such shares of Purchase Shares or any arrangement or understanding with any other persons regarding the distribution of such shares of Purchased Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the shares of Purchased Shares except in compliance with the Securities Act Act, applicable state securities laws and the Rules respective rules and Regulationsregulations promulgated thereunder; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Purchased Shares set forth in Section 2 aboveherein, relied solely only upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained hereinherein and in Reports filed pursuant to the Securities Exchange Act of 1934, as well as the terms of that certain Joint Integration, Marketing and Distribution Agreement dated May 5, 1997 by and between the Company and the Purchaser; and (viv) the Purchaser is either Investor understands that the certificate representing the Purchased Shares will bear a "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under legend to ensure compliance with the Securities ActAct and the Purchaser agrees to comply with the requirements of such legend.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares Securities set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Securities by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares Securities set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities ActAct ; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares and Warrant Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the SharesDebentures, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesDebentures; (ii) the Purchaser is acquiring the number principal amount of Shares Debentures set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Debentures, Units, Preferred Shares, Warrants or Underlying Common Shares or any arrangement or understanding with any other persons regarding the distribution or purchase of such Debentures, Units, Preferred Shares, Warrants or Underlying Common Shares (this representation and warranty does not limit the Purchaser's right to sell pursuant to an exemption from registration or pursuant to any registration statement to be filed by the Company pursuant to the Registration Rights Agreement or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under the Registration Rights Agreement); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Debentures, Units, Preferred Shares, Warrants or Underlying Common Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the Rules rules and Regulationsregulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder, and the terms and conditions of this Agreement; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Debenture/Stock/Warrant Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, Statement and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number principal amount of Shares Debentures set forth in Section 2 above, relied solely upon the Confidential Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained in writing herein; , and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company, (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities ActAct ("Regulation D"); and (vii) the Purchaser understands that the Debentures and the Preferred Shares and, except as provided in Section 4.9 hereof, the Warrants and the Underlying Common Shares will contain a legend to the following effect (provided that certificates for the Preferred Shares shall omit the last sentence thereof): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares and Warrants set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Securities (including the Warrant Shares) by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares and Warrants set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained hereinherein and its own independent investigation and review of the Company; and (vi) the Purchaser has had an opportunity to discuss this investment and the business of the Company with representatives of the Company and ask questions of and to receive answers from them, and has been provided with all information requested and has had all inquiries answered to its full satisfaction ; (vii) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities ActAct ; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Securities or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to investments in shares representing securities presenting an investment decision like that involved in the purchase of the Sharesshares of Common Stock, including investments in securities issued by the CompanyCompany and investments in development stage companies, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Sharesshares of Common Stock; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above pursuant to this Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or in any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act") and the Rules rules and Regulationsregulations promulgated thereunder; (iv) the Purchaser has completed or caused to be completed the Prospective Investor Questionnaire, the Registration Statement Questionnaire and the Stock Certificate Questionnaire, each attached hereto as part of Appendix I, for use in preparation of the Registration Statement, I and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares shares of Common Stock set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act; and (vii) that the Purchaser will hold the Shares for a period of thirty (30) days following the Closing Date.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company Parent and the Issuer that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like similar to that involved in the purchase of the Shares, including investments in securities issued by the Company, Securities and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares Securities set forth in Section 2 above on Appendix I attached hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such the Notes or Shares or entering into any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities; provided, however, that by making the representations in this clause (ii), the Purchaser does not agree to hold any of the Notes or Shares for any minimum or other specific term and the representations in this clause (ii) shall in no way limit the Purchaser’s right to sell the Notes or Shares pursuant to the Registration Statement or the Equity Registration Statement (as defined in Section 7.1(a) hereof), as the case may be, or otherwise in compliance with the Act and the Rules and Regulations; provided, further, however, that the representations made by the Purchaser in this clause (ii) shall not limit the Purchaser’s right to indemnification under Section 7.3, other than with respect to any claim arising out of a breach of the representation in this clause (ii); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Notes or Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Notes or Shares by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Securities Certificate and Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Equity Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of such registration statement and the Purchaser will notify the Parent immediately of any material change in any such information provided in each such Securities Certificate and Registration StatementStatement Questionnaire until such time as the Purchaser has sold all of its Shares or the Parent is no longer required to keep the Equity Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares Securities set forth in Section 2 aboveon Appendix I attached hereto, relied solely upon the Private Placement Information Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company Parent and the Issuer contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Parent and the Issuer and ask questions of them and has received satisfactory answers and all information requested; (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (viii) the Purchaser agrees to notify the Parent immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Parent is no longer required to keep the Equity Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any view toward the public sale or distribution thereof, and no arrangement or understanding exists with any other persons regarding the public sale or distribution of such SharesShares (provided, this representation and warranty does not limit the Purchaser’s right to sell such Shares pursuant to the registration statement to be filed by the Company pursuant to Section 7.1 (the “Registration Statement”) or in compliance with an exemption from registration under the Securities Act); (iii) the Purchaser will nothas notified the Company in writing if Purchaser or any Purchaser/Affiliate (as defined in Section 7.3 hereof) purchased shares of Common Stock from the Company pursuant to rights offering dated as of July 30, directly 2003 (the “Rights Offering”), indicating the name of such Purchaser or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act Purchaser/Affiliate and the Rules and Regulationsnumber of shares purchased pursuant to the Rights Offering; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix IQuestionnaire, for use in the preparation of the Registration StatementStatement and for ascertaining whether Purchaser is an accredited investor, and the answers thereto are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the effective date of the Registration Statement, and the Purchaser will notify the Company as promptly as possible of any material change in any such information provided in the Registration Statement Questionnaire; (v) the Purchaser has completed or caused to be completed the Questionnaire and the answers thereto are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the Closing, and the Purchaser will notify the Company as promptly as possible of any material change in any such information provided in the Questionnaire prior to effectiveness of the Registration Statement; (vi) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum SEC Filings and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vivii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (viii) the Purchaser agrees to notify the Company as promptly as possible of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser 5.1 Each Purchaser, individually and not jointly, represents and warrants to, and covenants with, the Company that: (i) the Purchaser it is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered understood all information it deems relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents; (ii) it acknowledges that the Purchaser offering of the Shares pursuant to this Agreement has not been reviewed by the Commission or any state regulatory authority; (iii) it is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and signature page hereto, for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iiiiv) the Purchaser it will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, rules and regulations promulgated under the Securities Act and the Rules and Regulationsany applicable state securities or blue sky laws; (ivv) the Purchaser it has completed or caused to be completed the Stock Certificate Questionnaire, attached hereto as APPENDIX I and will at the Company's request the Registration Statement Questionnaire complete or cause to be completed the Registration Statement Questionnaire attached hereto as part of Appendix IAPPENDIX II, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (vvi) the Purchaser it has, in connection with its decision to purchase the number of Shares set forth on the signature page hereof, not relied upon any representations or other information (whether oral or written) other than as set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein Information Documents and the representations and warranties of the Company contained herein; (vii) it has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (viviii) the Purchaser it is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) 5.1 The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered understood all information it deems relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents; (ii) it acknowledges that the offering of the Shares pursuant to this Agreement has not been reviewed by the Commission or any state or Canadian regulatory authority; (iii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and signature page hereto, as principal for its own account for investment only and with no present intention of distributing any of such the Shares or any arrangement or understanding with any other persons regarding the distribution of such Sharesthereof; (iiiiv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, the Securities Act and the Rules and RegulationsRegulations and any applicable Canadian securities, state securities or blue sky laws; (ivv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, attached hereto as part of Appendix II and Appendix II, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (vvi) the Purchaser has, in connection with its decision to purchase the number of Shares set forth on the signature page hereof, not relied upon any representations or other information (whether oral or written) other than as set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein Information Documents and the representations and warranties of the Company contained herein; (vii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; (viviii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities ActAct because such Purchaser meets at least one of the conditions set forth in Appendix III hereto and has completed the certificate attached as Appendix III, and (ix) if the Purchaser is a resident of the Provinces Ontario, Alberta or British Columbia, it is an “accredited investor” within the meaning of Rule 45-501 of the Ontario Securities Commission (in the case of residents of Ontario) or Multilateral Instrument 45-103 (in the case of residents of British Columbia or Alberta) and has completed the certificate attached as Appendix IV.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like similar to that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above on Appendix I attached hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon Appendix I attached hereto, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities ActAct ; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeableknow-ledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, Common Stock and has requested, received, reviewed and considered all information he/she/it deems relevant in making an informed decision to purchase the SharesCommon Stock; (ii) the Purchaser is acquiring the number of Shares Common Stock set forth in Section 2 above in the ordinary course of his/her/its business and for his/her/its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares Common Stock or any arrangement or understanding with any other persons regarding the distribution or purchase of such SharesCommon Stock; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Common Stock except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the Rules rules and Regulationsregulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder, and the terms and conditions of this Agreement; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with his/her/its decision to purchase the number of Shares Common Stock set forth in Section 2 above, read and considered the Company’s Form 10-KSB for the year ended December 31, 2002, together with such other of the Company’s Exchange Act Reports as the Purchaser considered appropriate, and has relied solely upon the Private Placement Memorandum and information contained in the documents included therein Company’s Exchange Act Reports and the representations and warranties of the Company contained in writing herein, and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company, (v) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”); and (vi) the Purchaser is either understands that the Common Stock, except as provided in Section 5.8 hereof, will contain a "large institutional accredited investor" as defined in Rule 501(a)(1)legend to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (2)AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, (3)TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, (7) or (8) (and within the meaning of the SEC No-Action Letters: Black BoxAS AMENDED, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities ActOR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Units contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the SharesUnits, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesUnits; (ii) the Purchaser is acquiring the number of Shares Units set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Units or any arrangement or understanding with any other persons regarding the distribution of such SharesUnits (this representation and warranty not limiting the Purchaser's right to sell in the future); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) of any of the Shares Units except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the Rules rules and Regulations4 regulations promulgated thereunder; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire Stock Certificate and Funds Transfer Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares Units set forth in Section 2 above, relied solely upon the Private Placement Memorandum and information delivered to the documents included therein Purchaser as described in Section 4.4 above and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities ActAct and has completed or caused to be completed the Investor Qualification Questionnaire attached hereto as Appendix II.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares Securities set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Securities by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares Securities set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities ActAct ; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares and Warrant Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, not directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company Company, as of the date hereof and as of the Closing Date, that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved "accredited investor" as defined in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesMemorandum; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and below for its own account for investment only and with no present intention of distributing any of such Shares (this representation and warranty not limiting the Purchaser's right to sell pursuant to an effective registration statement registering the Shares for resale or any arrangement or understanding with any other persons regarding to be indemnified pursuant to the distribution of such Sharesprovisions hereof); (iii) the Purchaser will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Shares, except in compliance with the Securities Act of 1933, as amended (the "Securities Act") and the Rules rules and Regulationsregulations promulgated thereunder; (iv) the Purchaser has had an opportunity to ask questions and receive answers from the management of the Company regarding the Company, its business and the offering of the Shares; (v) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as which is a part of Appendix I, for use in preparation of the Registration Statement, hereof and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statementregistration statement referred to in Section 9.1; (vvi) the Purchaser will notify the Company immediately of any change in any of such information until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep such registration statements effective pursuant to Sections 9.1(c); and (vii) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveShares, relied solely upon the Private Placement Memorandum documents described in Section 5.10 and the documents included therein Section 5.11 and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account (or that of Viacom, Inc.) for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution or purchase of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the Rules rules and Regulationsregulations promulgated thereunder; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser hasnot, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties any statements, representations, warranties, covenants or assurances of the Company other than as contained hereinin writing herein or the additional information delivered pursuant to Section 4.4 hereof; (v) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act; and (vi) the Purchaser is either understands that the Shares will contain a "large institutional accredited investor" as defined in Rule 501(a)(1)legend substantially to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (2)AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, (3)TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SECURITIES UNDER THE SECURITIES ACT OF 1933, (7) or (8) (and within the meaning of the SEC No-Action Letters: Black BoxAS AMENDED, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities ActOR AN OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares and Warrants set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Securities (including the Warrant Shares) by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares and Warrants set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities ActAct ; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Securities or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares (or the Underlying Shares) or any arrangement or understanding with any other persons regarding the distribution of such Shares (or the Underlying Shares); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or Underlying Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire Stock Certificate Questionnaire, attached hereto as part Appendix I, and the answers thereto are true and correct as of the date hereof; (v) the Purchaser will complete and deliver, or cause to be completed and delivered, to the Company within 10 days after the date the Shares are converted into Underlying Shares, the Registration Statement Questionnaire, attached hereto as Appendix I, for use in preparation of the Registration Statement, and the answers thereto are will be true and correct as of the date hereof of the Questionnaire is delivered to the Company and will be true and correct as of the effective date of the Registration Statement; (vvi) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, (a) relied solely upon the Private Placement Memorandum and the documents included therein Offering Materials and the representations and warranties of the Company contained hereinherein and (b) had a reasonable opportunity to ask questions of, and receive answers from, the Company concerning the Company and the offering of the Shares; (vii) the Purchaser acknowledges that the price and terms of the Preferred Stock offered hereby have been determined by negotiation based in part on the market price for the Common Stock, and that it does not necessarily bear any relationship to the assets, book value or potential performance of the Company or any other recognized criteria of value; and (viviii) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser 4.1. Each Purchaser, individually and not jointly, represents and warrants to, and covenants with, the Company that: (i) the Purchaser it is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered understood all information it deems relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents; (ii) it acknowledges that the Purchaser offering of the Shares pursuant to this Agreement has not been reviewed by the Commission or any state regulatory authority; (iii) it is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and signature page hereto, for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iiiiv) the Purchaser it will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, rules and regulations promulgated under the Securities Act and the Rules and Regulationsany applicable state securities or blue sky laws; (ivv) the Purchaser it has completed or caused to be completed the Stock Certificate Questionnaire, attached hereto as APPENDIX I and will at the Company's request the Registration Statement Questionnaire complete or cause to be completed the Registration Statement Questionnaire attached hereto as part of Appendix IAPPENDIX II, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (vvi) the Purchaser it has, in connection with its decision to purchase the number of Shares set forth on the signature page hereof, not relied upon any representations or other information (whether oral or written) other than as set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein Information Documents and the representations and warranties of the Company contained herein; (vii) it has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (viviii) the Purchaser it is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) 5.1 The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered understood all information it deems relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents; (ii) it acknowledges that the offering of the Shares pursuant to this Agreement has not been reviewed by the Commission or any state or Canadian regulatory authority; (iii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and signature page hereto, as principal for its own account for investment only and with no present intention of distributing any of such the Shares or any arrangement or understanding with any other persons regarding the distribution of such Sharesthereof; (iiiiv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, the Securities Act and the Rules and RegulationsRegulations and any applicable Canadian securities, state securities or blue sky laws; (ivv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, attached hereto as part of Appendix II and Appendix II, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (vvi) the Purchaser has, in connection with its decision to purchase the number of Shares set forth on the signature page hereof, not relied upon any representations or other information (whether oral or written) other than as set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein Information Documents and the representations and warranties of the Company contained herein; (vii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; (viviii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities ActAct because such Purchaser meets at least one of the conditions set forth in Appendix III hereto and has completed the certificate attached as Appendix III, and (ix) if the Purchaser is a resident of Canada, it is an “accredited investor” within the meaning of National Instrument 45-106 and has completed the certificate attached as Appendix IV.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act Act, and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, Statement and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Resale Registration Statement or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Purchaser's Questionnaire attached hereto as part of Appendix I, for use in preparation of the Resale Registration Statement, and the answers thereto are true and correct as of the date hereof hereof, and the Purchaser will notify the Company of any changes therein so that such information will be true and correct as of the effective date of the Resale Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares Securities set forth in Section 2 above on the signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares the Securities or any arrangement or understanding with any other persons regarding the distribution of any of the Securities (this representation and warranty notwithstanding, such SharesPurchaser does not agree to hold any of the Securities for any minimum or other specific term and this representation and warranty does not limit the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws, nor has the Purchaser, during the last thirty (30) days prior to the date of this Agreement, directly or indirectly, effected or agreed to effect any transactions in the securities of the Company, including any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”), and such Purchaser shall not engage, directly or indirectly, in a Prohibited Transaction during the period from the date of this Agreement until such time as (A) the transactions contemplated by this Agreement are first publicly announced or (B) this Agreement is terminated pursuant to Section 21 hereof; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix III, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of the Securities or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares shares of Common Stock and Warrants set forth in Section 2 aboveon the signature page hereto, relied solely upon the Private Placement Memorandum Company Documents as filed with the Commission and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities ActAct ; and (viii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of the Securities or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above Securities in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares the Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except Securities, nor will the Purchaser engage in any short sale of any Common Stock, whether or not short exempt, including any sale that results in a disposition of any of the Securities by the Purchaser, except, in any such case, in compliance with the Securities Act and the Rules Regulations and Regulationsany applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct complete as of the date hereof and will be true and correct complete as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Questionnaire until such time as the Purchaser has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveSecurities, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares and Warrant Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares, including the Private Placement Memorandum; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement, and the Purchaser agrees to promptly notify the Company of any material change in such answers; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company, ask questions of them and receive answers; and (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act, as described in the Private Placement Memorandum.

Representations, Warranties and Covenants of the Purchaser. (a) The Each Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeableknow-ledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the SharesBonds, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesBonds; (ii) the Purchaser is acquiring the number of Shares Bonds set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares Bonds, Units, Series D Preferred Stock, Warrants or Underlying Common Stock or any arrangement or understanding with any other persons regarding the distribution or purchase of such SharesBonds, Units, Series D Preferred Stock, Warrants or Underlying Common Stock; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Bonds, Units, Series D Preferred Stock, Warrants or Underlying Common Stock except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the Rules rules and Regulationsregulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder, and the terms and conditions of this Agreement; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number principal amount of Shares Bonds set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained in writing herein, and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company, (v) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D"); and (vi) the Purchaser is either understands that the Bonds and the Series D Preferred Stock and, except as provided in Section 4.9 hereof, the Warrants and the Underlying Common Stock will contain a "large institutional accredited investor" as defined in Rule 501(a)(1)legend to the following effect (provided that certificates for the Bonds, (2)Warrants and Series D Preferred Stock shall omit the last sentence thereof): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (3)AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, (7) or (8) (and within the meaning of the SEC No-Action Letters: Black BoxTRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, Inc. (June 26AS AMENDED, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities ActOR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the SharesOffered Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesOffered Securities; (ii) the Purchaser is acquiring the number of Shares Offered Securities set forth in Section 2 above on the signature page hereof in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Offered Securities or Underlying Common Shares or any arrangement or understanding with any other persons regarding the distribution or purchase of such SharesOffered Securities or Underlying Common Shares (this representation and warranty does not limit the Purchaser's right to sell pursuant to an exemption from registration or pursuant to any registration statement to be filed by the Company pursuant to the piggyback registration rights included in the Offered Securities ("Registration Rights"); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Offered Securities or Underlying Common Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the Rules rules and Regulationsregulations promulgated thereunder and under the Exchange Act, and the rules and regulations promulgated thereunder, and the terms and conditions of this Agreement; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire Stock Certificate Questionnaire, attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statementhereof; (v) the Purchaser has, in connection with its decision to purchase the number of Shares Offered Securities set forth in Section 2 aboveon the signature page hereof, relied solely upon the Private Placement Memorandum its own investigation and the documents included therein Confidential Offering Memorandum, receipt of which is hereby acknowledged, and the representations and warranties of the Company contained in writing herein, and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act.Act ("Regulation D"); and (vii) the Purchaser understands that the Offered Securities and the Underlying Common Shares will contain a legend to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company and the Selling Stockholder that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 8.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the other Company information provided to the Purchaser by the Company and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants withwith , the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that those involved in the purchase of the SharesPurchased Shares and Warrants and has had the opportunity to request, including investments in securities issued by the Companyreceive, review, and has requested, received, reviewed and considered consider all information it deems relevant in making an informed decision to purchase the SharesPurchased Shares and Warrants (collectively, “Securities”); (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above Securities in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, the Purchaser’s right to indemnification under Section 6.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer transfer, or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Securities by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused had an opportunity to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation discuss this investment with representatives of the Registration Statement, Company and the answers thereto are true and correct as ask questions of the date hereof and will be true and correct as of the effective date of the Registration Statementthem; (v) the Purchaser has, in connection with its decision to purchase is an “accredited investor” within the number meaning of Shares set forth in Section 2 above, relied solely upon Rule 501(a) of Regulation D promulgated under the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained hereinSecurities Act; and (vi) the Purchaser has not engaged any finder, broker or agent who is either entitled to receive a "large institutional accredited investor" as defined finder’s or broker’s or agent’s fee or commission in Rule 501(a)(1), (2), (3), (7) or (8) (and within connection with the meaning purchase of the SEC No-Action Letters: Black Box, Inc. Securities; and (June 26, 1990vii) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) the Purchaser acknowledges that no oral or is a "qualified institutional buyer" as such term is defined written representations have been made to the Purchaser in Rule 144A(a)(1) under connection with the offering of the Securities Actwhich were in any way inconsistent with the information reviewed by the Purchaser.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; and (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-No Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx Lehrer (February 28, 1992)) or is a "qualified institutional buyer" as such xx xxxh term is defined in Rule 144A(a)(1) under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the shares of Common Stock contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to investments in shares representing securities presenting an investment decision like that involved in the purchase of the Sharesshares of Common Stock, including investments in securities issued by the CompanyCompany and investments in development stage companies, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Sharesshares of Common Stock; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above pursuant to this Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares in violation of the Securities Act of 1933, as amended (the "Securities Act") or in any arrangement or understanding with any other persons regarding the distribution of such SharesShares in violation of the Securities Act (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in a transaction not in violation of Section 5(a)(iii) hereof or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 7.5); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules rules and Regulationsregulations promulgated thereunder; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares shares of Common Stock set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act; and (vii) that the Purchaser will hold the shares of Common Stock and the Supplemental Shares for a period of thirty (30) days following the Closing Date.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares, including the Private Placement Memorandum; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above on the signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any view toward the public sale or distribution thereof, and no arrangement or understanding exists with any other persons regarding the public sale or distribution of such SharesShares (this representation and warranty not limiting the Purchaser’s right to sell such Shares pursuant to the Registration Statement or in compliance with an exemption from registration under the Securities Act or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, except (as to each of (A), (B) and (C) of this clause) in compliance with and only to the extent required to comply with the Securities Act, the Rules and Regulations and such other securities or Blue Sky laws as may be reasonably determined to be applicable after due inquiry, (A) offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, (B) engage in any short sale which results in a disposition of any of the Shares except by Purchaser, or (C) hedge the economic risk of the Purchaser’s investment in compliance with the Securities Act and the Rules and RegulationsShares; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix IQuestionnaire, for use in the preparation of the Registration StatementStatement and for ascertaining whether Purchaser is an accredited investor, and the answers thereto are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the effective date of the Registration Statement, and the Purchaser will notify the Company as promptly as possible of any material change in any such information provided in the Registration Statement Questionnaire; (v) the Purchaser has completed or caused to be completed the Questionnaire and the answers thereto are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the Closing, and the Purchaser will notify the Company as promptly as possible of any material change in any such information provided in the Questionnaire prior to effectiveness of the Registration Statement; (vi) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon the signature page hereto, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vivii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (viii) the Purchaser agrees to notify the Company as promptly as possible of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeableknow-ledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, Units and has requested, received, reviewed and considered all information he/she/it deems relevant in making an informed decision to purchase the SharesUnits; (ii) the Purchaser is acquiring the number of Preferred Stock and Warrant Shares set forth in Section 2 above in the ordinary course of his/her/its business and for his/her/its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Preferred Stock or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution or purchase of such Preferred Stock and/or Warrant Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Preferred Stock and/or Warrant Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the Rules rules and Regulationsregulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder, and the terms and conditions of this Agreement; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with his/her/its decision to purchase the number of Shares Units set forth in Section 2 above, read and considered the Company’s confidential private placement memorandum dated March 10, 2005, as amended, with exhibits thereto, the Company’s Form 10-KSB for the year ended June 30, 2003 and its Forms 10-QSB for the quarters ended September 30, 2004 and December 31, 2004 together with such other of the Company’s Exchange Act Reports as the Purchaser considered appropriate, and has relied solely upon the Private Placement Memorandum and information contained in the documents included therein foregoing memorandum, Exchange Act Reports and the representations and warranties of the Company contained in writing herein, and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company, (v) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D"); and (vi) the Purchaser is either understands that certificates representing the Preferred Stock and Warrant Shares, except as provided in Section 5.8 hereof, will contain a "large institutional accredited investor" as defined in Rule 501(a)(1)legend to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (2)AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, (3)TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, (7) or (8) (and within the meaning of the SEC No-Action Letters: Black BoxAS AMENDED, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities ActOR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like similar to that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above on Appendix I attached hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or entering into any arrangement or understanding with any other persons regarding the distribution of such Shares; provided, however, that by making the representations in this subsection (ii), the Purchaser does not agree to hold any of the Shares for any minimum or other specific term and the representations in this subsection (ii) shall in no way limit the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations; provided, further, that the representations made by the Purchaser in this subsection (ii) shall not limit the Purchaser's right to indemnification under Section 7.3, other than with respect to any claim arising out of a breach of the representation in this subsection (ii); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon Appendix I attached hereto, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (viii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares Securities set forth in Section SECTION 2 above in the ordinary course of its business and for its own account for investment only and with no present intention or view to the public sale or distribution of distributing any of such Shares or any Securities, and no arrangement or understanding exists with any other persons regarding the public sale or distribution of such SharesSecurities without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws; and provided, however, that nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities for any period of time; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Securities by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) since the time it became aware of the Offering, the Purchaser and its affiliates have not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the Common Stock; (v) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix III, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (vvi) the Purchaser has, in connection with its decision to purchase the number of Shares Securities set forth in Section SECTION 2 above, not relied solely upon on any information provided by the Private Placement Memorandum and Company other than the documents included therein Exchange Act Filings and the representations and warranties of the Company contained herein; (vii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them (although the Purchaser and the Company each acknowledges that neither such discussions nor any other due diligence investigation conducted by the Purchaser or any of its advisors or representatives modifies, amends or affects the Company’s representations and warranties contained in SECTION 4 hereof or limits the ability of the Purchaser to rely thereon); and (viviii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The i)The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and the Purchaser has requestedundertaken an independent analysis of the merits and the risks of an investment in the Shares, receivedbased on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, reviewed receive, review and considered consider all information it deems relevant in making an informed decision to purchase the SharesShares and to ask questions of, and receive answers from, the Company concerning such information; (iiiii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iiiiv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (ivv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or Conversion Shares or until the Company is no longer required to keep the Registration Statement effective; (vvi) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum Company Documents and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein, the Purchaser has not relied on the Placement Agent in negotiating the terms of its investment in the Shares and, in making a decision to purchase the Shares, the Purchaser has not received or relied on any communication, investment advice or recommendation from the Placement Agent; (vii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (viviii) the Purchaser is either a "large an institutional “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (ix) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or Conversion Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Each Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the SharesBonds, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesBonds; (ii) the Purchaser is acquiring the number principal amount of Shares Bonds set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares Bonds, Units, Series C Preferred Stock, Warrants or Underlying Common Stock or any arrangement or understanding with any other persons regarding the distribution or purchase of such SharesBonds, Units, Series C Preferred Stock, Warrants or Underlying Common Stock; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Bonds, Units, Series C Preferred Stock, Warrants or Underlying Common Stock except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the Rules rules and Regulationsregulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder, and the terms and conditions of this Agreement; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number principal amount of Shares Bonds set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained in writing herein, and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company, (v) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D"); and (vi) the Purchaser is either understands that the Bonds and the Series C Preferred Stock and, except as provided in Section 4.9 hereof, the Warrants and the Underlying Common Stock will contain a "large institutional accredited investor" as defined in Rule 501(a)(1)legend to the following effect (provided that certificates for the Series C Preferred Stock shall omit the last sentence thereof): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (2)AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, (3)TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, (7) or (8) (and within the meaning of the SEC No-Action Letters: Black BoxAS AMENDED, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities ActOR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company and the Selling Stockholders as of the date of this Agreement and as of the date of the Closing that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 8.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company and the Selling Stockholders that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above Exhibit B in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and Act, the Exchange Act, the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement, and the Purchaser will notify the Company immediately if any material change in any such information provided in the Registration Statement Questionnaire occurs prior to the sale by it of all the Shares; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveExhibit B, relied solely upon the Private Placement Memorandum and the documents included or incorporated by reference therein and the representations and warranties of the Company and the Selling Stockholders contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company and the Selling Stockholders that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 8.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, sell short, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, the Exchange Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire occurring prior to the sale by it of all of the Shares; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company and the Selling Stockholder contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and signature page hereto, for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and Act, the Rules and RegulationsRegulations and any applicable state securities or blue sky laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, not relied solely upon any representations or other information (whether oral or written) other than as set forth in the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and Act, the Rules and RegulationsRegulations and any applicable state securities or blue sky laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, Statement and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities Act.set

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeableknow-ledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the Shares, Units (including investments in securities issued by the Company, non-listed and non-registered securities) and has requested, received, reviewed and considered all information he/she/it deems relevant in making an informed decision to purchase the SharesUnits; (ii) the Purchaser is acquiring the number of Common Stock and Warrant Shares set forth in Section 2 above in the ordinary course of his/her/its business and for his/her/its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Common Stock or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution or purchase of such Common Stock and/or Warrant Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Common Stock and/or Warrant Shares except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the Rules rules and Regulationsregulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder, and the terms and conditions of this Agreement; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with his/her/its decision to purchase the number of Shares Units set forth in Section 2 above, carefully read and considered the Company’s confidential private placement memorandum dated April 5, 2006, as amended, and the Company’s Form 10-KSB for the year ended December 31, 2005, together with such other of the Company’s Exchange Act Reports as the Purchaser considered appropriate, and has relied solely upon the Private Placement Memorandum and information contained in the documents included therein foregoing memorandum, Exchange Act Reports and the representations and warranties of the Company contained in writing herein, and has not received or relied upon any other statements, representations, warranties, covenants or assurances of the Company, (v) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”); and (vi) the Purchaser is either understands that certificates representing the Common Stock and Warrant Shares, except as provided in Section 5.8 hereof, will contain a "large institutional accredited investor" as defined in Rule 501(a)(1)legend to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (2)AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, (3)TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, (7) or (8) (and within the meaning of the SEC No-Action Letters: Black BoxAS AMENDED, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities ActOR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-No Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities Act.Act and (vi) during the period beginning on the date hereof and continuing until the date on which the Registration Statement referred to in Section 7 hereof is declared effective by the Commission (such period shall be referred to as the "Closing Period") the Purchaser has not engaged, nor will engage in, any hedging or other transaction which is designed to or reasonably expected to lead to or result in a disposition during the Closing Period of any Shares or other securities of the Company ("Company Securities") owned by the Purchaser (or as to which the Purchaser has a purchase obligation) even if such securities would be disposed of by someone other than the Purchaser. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any Company Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Company Securities..

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, Warrants and Underlying Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the SharesUnits; (ii) the Purchaser is acquiring the number amount of Shares set forth and Warrants reflected in Section 2 above above, and when and if applicable, the Underlying Shares, in the ordinary course of its business and for its own account for investment purposes only and with no present intention of distributing any of such Shares the Shares, Warrants or any Underlying Shares, and no arrangement or understanding exists with any other persons regarding the distribution of such Shares, Warrants or Underlying Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, (A) offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, Warrants or Underlying Shares except in compliance with the Securities Act and Act, the Rules and RegulationsRegulations and such state securities or blue sky laws as may be applicable, (B) engage in any short sale prior to the Closing in connection with any of the Shares, Warrants or Underlying Shares and, thereafter, only in compliance with the Securities Act, the Rules and Regulations and such state securities or blue sky laws as may be applicable, or (C) hedge the economic risk of the Purchaser’s investment in the Shares, Warrants or Underlying Shares prior to the Closing and, thereafter, only in compliance with the Securities Act, the Rules and Regulations and such state securities or blue sky laws as may be applicable; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire Questionnaire, attached hereto as part of Appendix I, for use in preparation of the Registration Statement, Statement and the answers thereto are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company promptly of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares and Underlying Shares, if any, or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth Units reflected in Section 2 above, relied solely upon the Private Placement Memorandum Materials and the documents filed by the Company with the Commission at least two (2) business days prior to the date hereof and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; (viii) the Purchaser agrees to notify the Company promptly of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares and Underlying Shares, if any, or the Company is no longer required to keep the Registration Statement effective; and (ix) the Purchaser has not engaged, directly or indirectly, from and including the date the Purchaser first became aware of the potential offering of the Shares by the Company through and including the date hereof, and will not engage through the Closing Date, directly or indirectly, in any short sale or hedge of shares of Common Stock of the Company. Notwithstanding anything to the contrary in this Agreement, if the Purchaser is an affiliate of a broker-dealer, the Purchaser shall not be prohibited in engaging in its ordinary course of business market making activities and trading activities in the unrestricted shares of Common Stock of the Company.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company and the Selling Stockholder that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 8.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the other Company information provided to the Purchaser by the Company and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; and (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-No Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the shares of Common Stock contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to investments in shares representing securities presenting an investment decision like that involved in the purchase of the Sharesshares of Common Stock, including investments in securities issued by the CompanyCompany and investments in development stage companies, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Sharesshares of Common Stock; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above pursuant to this Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares in violation of the Securities Act of 1933, as amended (the "Securities Act") or in any arrangement or understanding with any other persons regarding the distribution of such SharesShares in violation of the Securities Act (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration 5 Statement or in a transaction not in violation of Section 5(a)(iii) hereof or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 7.5); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules rules and Regulationsregulations promulgated thereunder; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares shares of Common Stock set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act; and (vii) that the Purchaser will hold the Shares for a period of thirty (30) days following the Closing Date.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum or the Public Filings and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) 5.1 The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the Shareshereunder, including investments in securities issued by the Company, and has requested, received, reviewed and considered understood all information it deems relevant in making an informed decision to purchase the Sharessecurities hereunder, including, without limitation, the information contained in the Information Documents; (ii) it acknowledges that the offering of the securities pursuant to this Agreement has not been reviewed by the Commission or any state or Canadian regulatory authority; (iii) the Purchaser is acquiring the number of Shares securities set forth in Section 2 above in the ordinary course of its business and signature page hereto, for its own account for investment only and with no present intention of distributing any of such the Shares or Warrants or any arrangement or understanding with any other persons regarding the distribution of such Sharesthereof; (iiiiv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or Warrants except in compliance with the Securities Act, the Securities Act and the Rules and RegulationsRegulations and any applicable state securities or blue sky laws; (ivv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, attached hereto as part of Appendix IAPPENDIX I and APPENDIX II, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (vvi) the Purchaser has, in connection with its decision to purchase the number of Shares enter into this Agreement not relied upon any representations or other information (whether oral or written) other than as set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein Information Documents and the representations and warranties of the Company contained herein; (vii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (viviii) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, has had the opportunity to request, receive, review and has requested, received, reviewed and considered consider all information it deems relevant in making an informed decision to purchase the SharesShares and acknowledges that the documents filed with the Commission and referenced in Section 4.18 hereof (Additional Information) are specifically incorporated by reference in the Private Placement Memorandum; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement, or as applicable, any amendment thereto, and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained hereinherein and is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or any other general solicitation or general advertisement; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; (viii) the Purchaser has not incurred any obligation for any finder’s or broker’s or agent’s fees or commissions in connection with the Offering; (ix) the Purchaser acknowledges that no oral or written representations have been made to the Purchaser in connection with the offering of the Shares which were in any way inconsistent with the information reviewed by the Purchaser; (x) the Purchaser acknowledges that the Purchaser is not relying on the Company, any Other Purchaser or potential purchaser, or on any legal or other opinion in the materials reviewed by the Purchaser with respect to the financial or tax considerations of the Purchaser relating to its investment in the Shares; and (xi) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares (or the Underlying Shares) or any arrangement or understanding with any other persons regarding the distribution of such Shares (or the Underlying Shares); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or Underlying Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire Stock Certificate Questionnaire, attached hereto as part Appendix I, and the answers thereto are true and correct as of the date hereof; (v) the Purchaser will complete and deliver, or cause to be completed and delivered, to the Company within 10 days after the date the Shares are converted into Underlying Shares, the Registration Statement Questionnaire, attached hereto as Appendix I, for use in preparation of the Registration Statement, and the answers thereto are will be true and correct as of the date hereof the Questionnaire is delivered to the Company and will be true and correct as of the effective date of the Registration Statement; (vvi) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, (a) relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained hereinherein and (b) had a reasonable opportunity to ask questions of, and receive answers from, the Company concerning the Company and the offering of the Shares; (vii) the Purchaser acknowledges that the price and terms of the Preferred Stock offered hereby have been determined by negotiation based in part on the market price for the Common Stock, and that it does not necessarily bear any relationship to the assets, book value or potential performance of the Company or any other recognized criteria of value; and (viviii) the Purchaser is either a "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or and (8) (under the Securities Act and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) , or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares within the meaning of Section 2(11) of the Securities Act; (iii) the Purchaser will not, not directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above Securities in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares the Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in any short sale of any Common Stock, whether or not short exempt, including any sale that results in a disposition of any of the Securities by the Purchaser, except in compliance with the Securities Act and the Rules Regulations and Regulationsany applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct complete as of the date hereof and will be true and correct complete as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Questionnaire until such time as the Purchaser has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveSecurities, relied solely upon its review of the Private Placement Memorandum and the documents included therein Public Filings and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and has been provided the opportunity to obtain such additional public information that the Company possesses or can acquire without unreasonable effort or expense that is either a "large institutional necessary to make an informed decision with respect to the investment; (vii) the Purchaser is an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares and Warrant Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares within the meaning of Section 2(11) of the Securities Act; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Each Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeableknow-ledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, Common Stock and has requested, received, reviewed and considered all information he/she/it deems relevant in making an informed decision to purchase the SharesCommon Stock; (ii) the Purchaser is acquiring the number of Shares Common Stock set forth in Section 2 above in the ordinary course of his/her/its business and for his/her/its own account for investment (as defined for purposes of the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the regulatxxxx xxxxxxxxxx) only and with no present intention of distributing any of such Shares Common Stock or any arrangement or understanding with any other persons regarding the distribution or purchase of such SharesCommon Stock; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Common Stock except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the Rules rules and Regulationsregulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder, and the terms and conditions of this Agreement; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with his/her/its decision to purchase the number of Shares Common Stock set forth in Section 2 above, read and considered the Company's Form 10-KSB for the year ended December 31, 2002, together with such other of the Company's Exchange Act Reports as the Purchaser considered appropriate, and has relied solely upon the Private Placement Memorandum and information contained in the documents included therein Company's Exchange Act Reports and the representations and warranties of the Company contained in writing herein, and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company, (v) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act ("Regulation D"); and (vi) the Purchaser is either understands that the Common Stock, except as provided in Section 5.8 hereof, will contain a "large institutional accredited investor" as defined in Rule 501(a)(1)legend to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (2)AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, (3)TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, (7) or (8) (and within the meaning of the SEC No-Action Letters: Black BoxAS AMENDED, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities ActOR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeableknow-ledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, Units and has requested, received, reviewed and considered all information he/she/it deems relevant in making an informed decision to purchase the SharesUnits; (ii) the Purchaser is acquiring the number of Common Stock and Warrant Shares set forth in Section 2 above in the ordinary course of his/her/its business and for his/her/its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Common Stock or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution or purchase of such Common Stock and/or Warrant Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Common Stock and/or Warrant Shares except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the Rules rules and Regulationsregulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder, and the terms and conditions of this Agreement; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with his/her/its decision to purchase the number of Shares Units set forth in Section 2 above, read and considered the Company’s confidential private placement memorandum dated December 6, 2004, as amended, with exhibits thereto, the Company’s Form 10-KSB for the year ended December 31, 2003 and its Forms 10-QSB for the quarters ended March 31, June 30 and September 30, 2004, together with such other of the Company’s Exchange Act Reports as the Purchaser considered appropriate, and has relied solely upon the Private Placement Memorandum and information contained in the documents included therein foregoing memorandum, Exchange Act Reports and the representations and warranties of the Company contained in writing herein, and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company, (v) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”); and (vi) the Purchaser is either understands that certificates representing the Common Stock and Warrant Shares, except as provided in Section 5.8 hereof, will contain a "large institutional accredited investor" as defined in Rule 501(a)(1)legend to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (2)AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, (3)TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, (7) or (8) (and within the meaning of the SEC No-Action Letters: Black BoxAS AMENDED, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities ActOR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (viii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company Company, as of the date hereof that: (i) the Purchaser is knowledgeable, sophisticated and experienced an "accredited investor" as defined in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in Rule 501(a) of Regulation D under the purchase Securities Act of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares1933 ("Securities Act"); (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its his own account for investment only and with no present intention of distributing any of such the Shares (this representation and warranty not limiting the Purchaser's right to sell pursuant to an effective registration statement registering the Shares for resale or any arrangement or understanding with any other persons regarding to be indemnified pursuant to the distribution of such Sharesprovisions hereof); (iii) the Purchaser will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Shares, except in compliance with the Securities Act and the Rules rules and Regulationsregulations promulgated thereunder; (iv) the Purchaser has had an opportunity to ask questions and receive answers from the management of the Company regarding the Company, its business and the offering of the Shares; (v) the Purchaser has completed or caused to be completed the Registration Statement Purchaser Signature Page and Questionnaire attached hereto as which is a part of Appendix I, for use in preparation of the Registration Statement, hereof and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statementregistration statement referred to in Section 9.1; (vvi) the Purchaser will notify the Company immediately of any change in any of such information until such time as the Purchaser has sold all of his Shares or until the Company is no longer required to keep such registration statements effective pursuant to Sections 9.1(c); and (vii) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveShares, relied solely upon the Private Placement Memorandum and the documents included therein described in Section 5.3 and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares Securities set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Securities by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares Securities set forth in Section 2 above, relied solely upon the Private Placement Memorandum Presentation, the SEC Reports and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities ActAct ; and (viii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares and Warrant Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, has reviewed the Private Placement Memorandum carefully and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares within the meaning of Section 2(11) of the Securities Act; (iii) the Purchaser will not, not directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and RegulationsRegulations thereunder; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained hereinherein and not on any other information concerning the Company or the offering; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and Act, the Rules and RegulationsRegulations and any applicable state securities or blue sky laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix IAppendices I and II, for use in preparation of the Registration Statement, Statement and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the Shares, Common Stock (including investments in securities issued by the Company, non-listed and non-registered securities) and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesCommon Stock; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above Common Stock in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares Common Stock or any arrangement or understanding with any other persons regarding the distribution or purchase of such SharesCommon Stock; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Common Stock except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the Rules rules and Regulationsregulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder, and the terms and conditions of this Agreement; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number Common Stock, carefully read and considered the Company’s Form 10-KSB for the year ended December 31, 2005, together with such other of Shares set forth in Section 2 abovethe Company’s Exchange Act Reports as the Purchaser considered appropriate, and has relied solely upon the Private Placement Memorandum and information contained in the documents included therein foregoing Exchange Act Reports and the representations and warranties of the Company contained in writing herein, and has not received or relied upon any other statements, representations, warranties, covenants or assurances of the Company, (v) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”); and (vi) the Purchaser is either understands that certificates representing the Common Stock, except as provided in Section 5.8 hereof, will contain a "large institutional accredited investor" as defined in Rule 501(a)(1)legend to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (2)AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, (3)TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, (7) or (8) (and within the meaning of the SEC No-Action Letters: Black BoxAS AMENDED, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities ActOR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and signature page hereto, for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and Act, the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 abovethe signature page hereto, not relied solely upon any representations or other information (whether oral or written) other than as set forth in the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser has, with respect to all matters relating to this Agreement, the Private Placement Memorandum and the offer and sale of the Shares, relied solely upon the advice of the Purchaser's own counsel and has not relied upon or consulted the counsel to the Placement Agent or counsel to the Company; (vii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (viii) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares, including the Private Placement Memorandum; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any view toward the public sale or distribution thereof, and no arrangement or understanding exists with any other persons regarding the public sale or distribution of such SharesShares (this representation and warranty not limiting the Purchaser’s right to sell such Shares pursuant to the Registration Statement or in compliance with an exemption from registration under the Securities Act or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser has notified the Company in writing if Purchaser or any Purchaser/Affiliate (as defined in Section 7.3 hereof) purchased shares of Common Stock from the Company pursuant to that certain Roxio, Inc. Purchase Agreement dated as of June 18, 2003 (the “June Purchase Agreement”), indicating the name of such Purchaser or Purchaser/Affiliate and the number of shares purchased pursuant to the June Purchase Agreement; (iv) the Purchaser will not, directly or indirectly, except (as to each of (A), (B) and (C)) in compliance with and only to the extent required to comply with the Securities Act, the Rules and Regulations and such other securities or Blue Sky laws as may be applicable, (A) offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, (B) engage in any short sale which results in a disposition of any of the Shares except by Purchaser, or (C) hedge the economic risk of the Purchaser’s investment in compliance with the Securities Act and the Rules and RegulationsShares; (ivv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix IQuestionnaire, for use in the preparation of the Registration StatementStatement and for ascertaining whether Purchaser is an accredited investor, and the answers thereto are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the effective date of the Registration Statement, and the Purchaser will notify the Company as promptly as possible of any material change in any such information provided in the Registration Statement Questionnaire; (vvi) the Purchaser has completed or caused to be completed the Questionnaire and the answers thereto are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the Closing, and the Purchaser will notify the Company as promptly as possible of any material change in any such information provided in the Questionnaire prior to effectiveness of the Registration Statement; (vii) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (viviii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (ix) the Purchaser agrees to notify the Company as promptly as possible of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares, including the Private Placement Memorandum; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above on the signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of or view toward the public sale or distribution thereof, except in compliance with applicable federal and state securities laws (this representation and warranty not limiting the Purchaser’s right to sell such Shares pursuant to the Registration Statement or in compliance with an exemption from registration under the Securities Act or, other than with respect to any arrangement or understanding with any other persons regarding claims arising out of a breach of this representation and warranty, the distribution of such SharesPurchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, except (as to each of clauses (A), (B) and (C) below) in compliance with and only to the extent required to comply with the Securities Act, the Rules and Regulations and such other securities or Blue Sky laws as may be applicable, (A) offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, (B) engage in any short sale which results in a disposition of any of the Shares except by Purchaser, or (C) hedge the economic risk of the Purchaser’s investment in compliance with the Securities Act and the Rules and RegulationsShares; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the effective date Closing, and the Purchaser will notify the Company as promptly as possible of any material change in any such information provided in the Questionnaire prior to effectiveness of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon the signature page hereto, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (vii) the Purchaser agrees to notify the Company as promptly as possible of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment purposes only and with no present intention of distributing any of such Shares or any Shares, and no arrangement or understanding exists with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, except (as to each of (A), (B) and (C)) in compliance with the Securities Act, the Rules and Regulations and such other securities or Blue Sky laws as may be applicable, (A) offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge ofof any of the Shares, (B) engage in any short sale which results in a disposition of any of the Shares except by Purchaser, or (C) hedge the economic risk of the Purchaser's investment in compliance with the Securities Act and the Rules and RegulationsShares; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities ActAct ; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company Parent and the Issuer that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like similar to that involved in the purchase of the Shares, including investments in securities issued by the Company, Units and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the SharesUnits; (ii) the Purchaser is acquiring the number of Shares Units set forth in Section 2 above on Appendix I attached hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of the Notes or Warrants constituting such Shares Units or entering into any arrangement or understanding with any other persons regarding the distribution of such Sharessecurities; provided, however, that by making the representations in this subsection (ii), the Purchaser does not agree to hold any of the Notes or Warrants for any minimum or other specific term and the representations in this subsection (ii) shall in no way limit the Purchaser’s right to sell the Notes, the Warrants or the Warrant Shares pursuant to the Registration Statement or the Warrant Shares Registration Statement (as the case may be) or in compliance with the Act and the Rules and Regulations; provided, further, that the representations made by the Purchaser in this subsection (ii) shall not limit the Purchaser’s right to indemnification under Section 7.3, other than with respect to any claim arising out of a breach of the representation in this subsection (ii); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Notes or Warrants, nor will the Purchaser engage in any short sale that results in a disposition of any of the Notes or Warrants by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Unit Certificate and Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Warrant Shares Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of such registration statement and the Purchaser will notify the Parent immediately of any material change in any such information provided in each such Unit Certificate and Registration StatementStatement Questionnaire until such time as the Purchaser has sold all of its Warrants and Warrant Shares or the Parent is no longer required to keep the Warrant Shares Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares Units set forth in Section 2 aboveon Appendix I attached hereto, relied solely upon the Private Placement Information Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company Parent and the Issuer contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Parent and the Issuer and ask questions of them and has received satisfactory answers and all information requested; (vii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (viii) the Purchaser agrees to notify the Parent immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Warrants and Warrant Shares or the Parent is no longer required to keep the Warrant Shares Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the SharesCommon Stock, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Sharesshares of Common Stock; (ii) the Purchaser is acquiring the number of Shares shares of Common Stock set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares shares of Common Stock or any arrangement or understanding with any other persons regarding the distribution of such Sharesshares of Common Stock, subject to its right to resell the shares of Common Stock as provided in the following clause (iii); (iii) the Purchaser will not offer, sell or otherwise transfer any shares of Common Stock except (A) to Kxxxxx'x Furniture, Inc., (B) pursuant to a registration statement which has been declared effective under the Securities Act of 1933, as amended (the "Securities Act"), or (C) in accordance with Rule 144 under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act (which shall be confirmed in an opinion of counsel acceptable in form and substance to the Company if the Company so requests) and, in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction; (iv) the purchase of shares of Common Stock by the Purchaser either (A) is being funded solely out of an insurance company general investment account which exclusively supports either (1) contracts not issued to any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is subject to Title 1 of ERISA or any "plan" within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or (2) policies which constitute "guaranteed benefit policies" under Section 401(b)(2) of ERISA, or as to which no such plan or plans maintained by any employer and its affiliates has an interest as a contractholder (as measured by the amount of reserves arising from the contract held by the plan or plans, determined under Section 807(d) of the Code) which exceeds 10% of the total liabilities of the general account; (B) is not being funded with the assets of any (1) "employee benefit plan" within the meaning of Section 3(3) of ERISA which is subject to Title 1 of ERISA, (2) "plan" within the meaning of Section 4975 of the Code or (3) entity deemed to hold "plan assets" within the meaning of 29 C.F.R ss. 25103-101 of any such employee benefit plan or plans; or (C) is not a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code because the Purchaser has an exemption from such prohibited transaction rules for the purchase and holding of the Common Stock; (v) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any shares of the Shares Common Stock except in compliance with the Securities Act and the Rules rules and Regulationsregulations promulgated thereunder; (ivvi) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire Stock Certificate Questionnaire, attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statementhereof; (vvii) the Purchaser has, in connection with its decision to purchase the number of Shares shares of Common Stock set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (viviii) the Purchaser is either a an "large institutional accredited investor" as defined in within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(13) under the Securities Act.; (ix) the Purchaser understands that the shares of Common Stock will contain a legend to the following effect:

Representations, Warranties and Covenants of the Purchaser. (a) 5.1 The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the Shareshereunder, including investments in securities issued by the Company, and has requested, received, reviewed and considered understood all information it deems relevant in making an informed decision to purchase the Sharessecurities hereunder, including, without limitation, the information contained in the Information Documents; (ii) it acknowledges that the offering of the securities pursuant to this Agreement has not been reviewed by the Commission or any state or Canadian regulatory authority; (iii) the Purchaser is acquiring the number of Shares securities set forth in Section 2 above in the ordinary course of its business and signature page hereto, for its own account for investment only and with no present intention of distributing any of such the Shares or Warrants or any arrangement or understanding with any other persons regarding the distribution of such Sharesthereof; (iiiiv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or Warrants except in compliance with the Securities Act, the Securities Act and the Rules and RegulationsRegulations and any applicable state securities or blue sky laws; (ivv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, attached hereto as part of Appendix II and Appendix II, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (vvi) the Purchaser has, in connection with its decision to purchase the number of Shares enter into this Agreement not relied upon any representations or other information (whether oral or written) other than as set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein Information Documents and the representations and warranties of the Company contained herein; (vii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (viviii) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser Purchaser, or its investment adviser acting on its behalf, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares, including the Private Placement Memorandum; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above on the signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of or view toward the public sale or distribution thereof, except in compliance with applicable federal and state securities laws (this representation and warranty not limiting the Purchaser’s right to sell such Shares pursuant to the Registration Statement or in compliance with an exemption from registration under the Securities Act or, other than with respect to any arrangement or understanding with any other persons regarding claims arising out of a breach of this representation and warranty, the distribution of such SharesPurchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, except (as to each of clauses (A), (B) and (C) below) in compliance with (that is, only to the extent required to comply with) the Securities Act, the Rules and Regulations and such other securities or Blue Sky laws as may be applicable, (A) offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, (B) engage in any short sale which results in a disposition of any of the Shares except by Purchaser, or (C) hedge the economic risk of the Purchaser’s investment in compliance with the Securities Act and the Rules and RegulationsShares; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the effective date Closing, and the Purchaser will notify the Company as promptly as possible of any material change in any such information provided in the Questionnaire prior to effectiveness of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon the signature page hereto, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (vii) the Purchaser agrees to notify the Company as promptly as possible of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like similar to that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above on Appendix I attached hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; Shares (iii) this representation and warranty not limiting the Purchaser will not, directly Purchaser's right to sell pursuant to the Registration Statement or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 7.3); (iviii) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (viv) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon Appendix I attached hereto, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; (v) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (vii) the Purchaser agrees to notify the Company immediately of any material change in any of the foregoing information that the Purchaser is required to inform the Company of until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares within the meaning of Section 2(11) of the Securities Act of 1933; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser's right to sell in the future); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Rules rules and Regulationsregulations promulgated thereunder; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate and Funds Transfer Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, registration statement to be filed by the Company pursuant to Section 7.1 (the "REGISTRATION STATEMENT") and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of the Registration Statement); (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and information delivered to the documents included therein Purchaser as described in Section 4.4 above and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities ActAct and has completed or caused to be completed the Investor Qualification Questionnaire attached hereto as Appendix II.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Each Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, Common Stock and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesCommon Stock; (ii) the Purchaser is acquiring the number of Shares Common Stock set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares Common Stock or any arrangement or understanding with any other persons regarding the distribution or purchase of such SharesCommon Stock; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Common Stock except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the Rules rules and Regulationsregulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder, and the terms and conditions of this Agreement; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares Common Stock set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained in writing herein, and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company, (v) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”); and (vi) the Purchaser is either understands that the Common Stock, except as provided in Section 5.8 hereof, will contain a "large institutional accredited investor" as defined in Rule 501(a)(1)legend to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (2)AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, (3)TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, (7) or (8) (and within the meaning of the SEC No-Action Letters: Black BoxAS AMENDED, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities ActOR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares and Warrants set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in, or permit any party on behalf of the Purchaser or for the benefit of the Purchaser to engage in, any short sale that results, or may result, in a disposition of any of the Securities (including the Warrant Shares) by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws, nor will the Purchaser, prior to public announcement of the issuance or proposed issuance of Securities pursuant to the Agreements, engage in, or permit any party on behalf of the Purchaser or for the benefit of the Purchaser to engage in, any structured asset monetization and protection strategy "STAMPS" , contingent forward, or other hedging transaction with respect to any of the Securities; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true true, correct and correct complete as of the date hereof and will be true true, correct and correct complete as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares and Warrants set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein Securities Filings and the representations and warranties of the Company contained hereinherein and such Purchaser is not purchasing any of the Securities as a result of any advertisement, notice, article or other communication published in or broadcast over any medium presented at any seminar or any other general solicitation or general advertisement; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is either a and will be at Closing an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (it being understood that the foregoing does not limit the Purchaser's right to sell Shares pursuant to the Registration Statement or, other than with respect to any claims arising out of a breach of this Section 5, the Purchaser's right to indemnification pursuant to Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; (vi) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act; and (vi) the Purchaser is either not a "large institutional accredited investordealer" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) Securities Act or is a "qualified institutional buyerbroker" as such term is defined in Rule 144A(a)(1) under or "dealer" within the Securities meaning of the Exchange Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser hereby represents and warrants to, to and covenants with, with the Company (which representations, warranties and covenants shall survive the Closing) that: (i) the Purchaser is knowledgeable, sophisticated purchasing Debenture as principal for its own account pursuant to exemptions from the registration and experienced in making, prospectus requirements available under the Alberta Act and is qualified to make, decisions the B.C. Act with respect to investments in shares representing trades of securities having an investment decision like aggregate acquisition cost to the Purchaser of not less than CDN$97,000, and the Purchaser is not purchasing the Debenture for the benefit of any other person or company, and not with a view to the resale or distribution of all or any of the Securities; the Purchaser acknowledges that involved in if it effects a trade of all or any of the Securities, it may be required to file a report on Form 21 with the Alberta Securities Commission within 10 days of each disposition of all or any part of the Securities; this Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid and binding agreement of the Purchaser enforceable against it; the Purchaser has not been created, established, formed or incorporated solely, nor is it used primarily, to acquire securities or to permit the purchase of the Shares, including investments Debenture without a prospectus in reliance on an exemption from the prospectus requirements of applicable securities issued by legislation; the Company, Purchaser has the legal capacity and has requested, received, reviewed competence to enter into and considered execute this Subscription and to take all information it deems relevant in making an informed decision to purchase the Sharesactions required pursuant hereto; (ii) the Purchaser is acquiring duly incorporated and validly subsisting under the number laws of Shares set forth in Section 2 above the Province of Alberta; the entering into of this Agreement and the transactions contemplated hereby do not result in the ordinary course violation of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with terms and provisions of any law applicable to, or the Securities Act and constating documents of, the Rules and RegulationsPurchaser or of any material agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation duly executed and delivered this Subscription and it constitutes a valid and binding agreement of the Registration Statement, and Purchaser enforceable against the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementPurchaser; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning not aware of any advertisement of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) Debenture; no person has made to the Purchaser any written or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) under the Securities Act.oral representations:

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the SharesSecurities; (ii) the Purchaser is acquiring the number of Shares and Warrants set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Securities (including the Warrant Shares) by the Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration StatementStatement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares and Warrants set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities ActAct ; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Securities or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any Shares, and no arrangement or understanding exists with any other persons regarding the distribution of such SharesShares (this representation and warranty not limiting the Purchaser's right to sell such Shares pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will Purchaser engage in any short sale which results in a disposition of any of the Shares by Purchaser, except in compliance with the Securities Act and Act, the Rules and RegulationsRegulations and such other securities or Blue Sky laws as may be applicable; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement, and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) the Purchaser is either a an "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention or view to the public sale or distribution of distributing any of such Shares Shares, without prejudice, however, to the Purchaser’s right at all times to sell or otherwise dispose of all or any arrangement part of the Shares in compliance with the Securities Act and the rules and regulations thereunder and any applicable state securities laws, with nothing contained herein being deemed a representation or understanding with warranty by Purchaser to hold the Shares for any other persons regarding the distribution period of such Sharestime; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules rules and Regulationsregulations thereunder and any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveShares, not relied solely upon on any information provided by the Private Placement Memorandum and Company other than the documents included therein Exchange Act Filings and the representations and warranties of the Company contained herein; (v) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vi) the Purchaser is either a "large institutional an “accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and ” within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990Rule 501(a) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 144A(a)(1) of Regulation D promulgated under the Securities Act; and (vii) the Purchaser was not organized for the specific purpose of acquiring the Shares.