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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, all information Purchaser deems relevant (including the SEC documents) in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5.1(c). (c) 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 securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, 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 applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the SEC Document, the representations and warranties of the Company contained herein and oral statements made by management of the Company at meetings with Purchaser. (f) Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (g) Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 relating to indemnity or contribution. 5.2 Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged and will not engage in any short sales of the Company's Common Stock prior to the effectiveness of the Registration Statement, except to the extent that any such short sale is fully covered by shares of Common Stock of the Company other than the Shares. 5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, Purchaser hereby severally and not jointly, represents and warrants to to, and covenants with with, the Company that: : (ai) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting constituting an investment decision like that involved in the purchase of the SecuritiesShares and the Warrants, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, considered all information Purchaser it deems relevant (including the SEC documents) in making an informed decision to purchase the Securities. Shares and the Warrants; (bii) such Purchaser is or will be acquiring the Securities being acquired by Purchaser pursuant number of Shares and the Warrants set forth in Section 2 above and any Adjustment Shares referred to this Agreement in Section 9.1 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 Securities Shares, Warrants or Adjustment Shares or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Shares within the meaning of Section 5.1(c). 2(11) of the Securities Act of 1933; (ciii) such 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 securities purchased hereunder Shares, Warrants or Adjustment Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) such Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the CompanyI, 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 applicable Registration Statement hereof; (provided that Purchaser shall be entitled to update v) such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) Purchaser has, in connection with its decision to purchase the Securitiesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the SEC Document, Documents and the representations and warranties of the Company contained herein herein; and oral statements made by management of the Company at meetings with Purchaser. (fvi) such Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (g) Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 relating to indemnity or contribution. 5.2 Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged and will not engage in any short sales of the Company's Common Stock prior to the effectiveness of the Registration Statement, except to the extent that any such short sale is fully covered by shares of Common Stock of the Company other than the Shares. 5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaserof the Purchasers, severally and not jointly, represents and represents, warrants to and covenants with to the Company Corporation that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, all information Purchaser deems relevant (including the SEC documents) in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5.1(c). (c) 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 securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, 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 applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the SEC Document, the representations and warranties of the Company contained herein and oral statements made by management of the Company at meetings with Purchaser. (f) Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (g) Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , the execution Registration Rights Agreement and delivery of this the Shareholders' Agreement have been duly authorized by Purchaser, this Agreement shall constitute a all requisite action by the Purchasers and each constitutes the valid and binding obligation of Purchaserthe Purchasers, enforceable in accordance with its terms; b) it is acquiring the Preferred Stock and Warrants for its own account, except (ifor investment and not with a view to the distribution thereof within the meaning of the Securities Act; c) as limited by applicable bankruptcyit understands that the Preferred Stock and Warrants have not been, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 relating to indemnity or contribution. 5.2 Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged and will not engage be, registered under the Securities Act, in any short sales each case by reason of its issuance by the Corporation in a transaction exempt from the registration requirements of the Company's Common Securities Act; and that the Preferred Stock prior and Warrants must be held by it indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration; d) it understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the effectiveness Securities Act depends on the satisfaction of various conditions, and that, if and when applicable, Rule 144 may only afford the basis for sales in limited amounts; e) it will not transfer the Preferred Stock or Warrants except in compliance with the Shareholders' Agreement, the Registration Statement, except to the extent that Rights Agreement and applicable law; f) it has not employed any such short sale is fully covered by shares of Common Stock of the Company other than the Shares. 5.3 Purchaser understands that nothing in this Agreement broker or any other materials presented to Purchaser finder in connection with the purchase transactions contemplated by this Agreement; and sale g) (i) it is an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act, and by reason of its business and financial experience, and the business and financial experience of those persons retained by it to advise it with respect to its investment in the Preferred Stock, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the Shares constitutes legalprospective investment, tax or is able to bear the economic risk of such investment advice and, at the present time, is able to afford a complete loss of such investment and that no independent legal counsel has reviewed these documents and materials on Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection (ii) it is familiar with its purchase the business of the SharesCorporation and has had the opportunity to ask questions of the officers and directors of the Corporation and to obtain such information about the financial condition of the Corporation as it has requested.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Securities Law Representations and Warranties Each PurchaserPurchaser represents, severally and not jointly, represents and warrants to and covenants with to the Company thatas follows: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the SecuritiesShares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, considered all information Purchaser it deems relevant (including the SEC documents) in making an informed decision to purchase the SecuritiesShares. (b) The Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement number of Shares set forth in Section 2 above, and will acquire the Conversion Stock, the Warrants and the Warrant Stock (as applicable), in the ordinary course of its business and for its own account for investment only (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and with the regulations thereunder) only, and has no present intention of distributing any of such Securities the Shares, the Warrants the Conversion Stock or the Warrant Stock nor any arrangement or understanding with any other persons regarding the distribution of such Securitiessecurities within the meaning of Section 2(11) of the Securities Act, except other than as contemplated in compliance with Section 5.1(c)7 of this Agreement. (c) 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 securities purchased hereunder Shares, the Warrants, the Conversion Stock or the Warrant Stock except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunderthereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached hereto to this Agreement as Appendix Appendices I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company(as defined in Section 7.3 below), and the answers thereto to the Questionnaires are true and correct as of the date hereof of this Agreement and will be true and correct as of the effective date of the applicable Registration Statement (Statement; provided that Purchaser the Purchasers shall be entitled to update such information by providing notice thereof to the Company prior to before the effective date of such Registration Statement). (e) The Purchaser has, in connection with its decision to purchase the Securitiesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the SEC Document, Company Documents and the representations and warranties of the Company contained herein and oral statements made by management of the Company at meetings with Purchaserin this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (g) The Shares, Conversion Shares, Warrants and Warrant Shares were not offered to the Purchaser has full right, power, authority and capacity through any form of general solicitation or general advertisement. (h) The address of the Purchaser's office at which the decision to enter into this Agreement and invest in the Shares was made is set forth on the signature page to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 relating to indemnity or contribution. 5.2 Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged and will not engage in any short sales of the Company's Common Stock prior to the effectiveness of the Registration Statement, except to the extent that any such short sale is fully covered by shares of Common Stock of the Company other than the Shares. 5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each PurchaserPurchaser understands, severally and not jointly, represents and warrants to to, and covenants with agrees with, the Company Company, that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, all information Purchaser deems relevant The Preferred Stock (including the SEC documentsConversion Shares) in making an informed decision to purchase and the Securities. Warrants (bincluding the Warrant Shares) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Securitieshave not been and, except in compliance with Section 5.1(c). (c) 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 securities purchased hereunder except in compliance with unless registered under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and in accordance with the Registration QuestionnaireRights Agreement (as defined in Section 6(b)), attached hereto as Appendix I will not be registered under the Securities Act, or any other applicable securities law, and, accordingly, may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of ("TRANSFERRED") unless registered under the Securities Act or Transferred in a transaction exempt from registration under the Securities Act and Appendix IIany other applicable securities law (in which event, respectively, for use in preparation of the Registration Statement to be filed by the Company, 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 applicable Registration Statement (provided that each Purchaser shall be entitled required to update such information by providing notice thereof provide the Company with an opinion of counsel that registration is not required, in form and substance reasonably satisfactory to the Company and its counsel). Each Purchaser acknowledges and agrees that the certificates representing the Preferred Shares and the Warrants and, prior to the effective date of such the registration thereof under the Securities Act pursuant to the Registration StatementRights Agreement, the Conversion Shares and the Warrant Shares, will bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR, UNLESS, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, OR TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS. (eb) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the SEC Document, the representations and warranties of the Company contained herein and oral statements made by management of the Company at meetings with Purchaser. (f) Each Purchaser is an "accredited investor" within the meaning of Rule 501 501(a) under the Securities Act, was not organized for the specific purpose of Regulation D promulgated acquiring the Securities, and is acquiring or will acquire the Securities for its own account. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Purchaser is aware that it may be required to bear the economic risk (including the possible loss of the entire investment) of an investment in the Securities for an indefinite period, and it is able to bear such risk for an indefinite period. (c) Each Purchaser is acquiring or will acquire the Preferred Stock and the Warrants for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof, except in compliance with applicable securities laws (including exemptions thereunder) or pursuant to an effective registration statement under the Securities Act. Each Purchaser agrees to offer, sell or otherwise transfer the Preferred Stock (including the Conversion Shares) and the Warrants (including the Warrant Shares) only (i) in accordance with the terms of this Agreement and the Warrant, as applicable, and (ii) pursuant to registration under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated an exemption from registration under the Securities ActAct and any other applicable securities law. (d) The Company has furnished or made available to each Purchaser all material information relating to the business, finances and operations of the Company and material information relating to the offer and sale of the Securities and which have been requested by each Purchaser. Each Purchaser and/or its advisors, if any, in each case, have been afforded the opportunity to ask questions of the Company and have received satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, each Purchaser has had the opportunity to obtain and to review the Company's (1) Transition Report on Form 10-K for the six-month period ended December 31, 1996, as amended by Amendment No. 1 to Transition Report on Form 10-K/A, as filed with the Securities and Exchange Commission (the "SEC"), (2) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997 and (3) definitive Proxy Statement of the Company dated December 27, 1996 for its Annual Meeting of Stockholders held on January 30, 1997 (collectively, the "SEC DOCUMENTS"), which the Company has filed pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). Each Purchaser has had an opportunity to discuss in depth the Company's business, management and financial affairs with the Company's management, and has been provided access to material contracts and other documents it has requested and various informational brochures regarding the Company. (e) Each Purchaser, in electing to subscribe for the Securities hereunder, has relied upon an independent investigation made by it and its representative, if any. Each Purchaser has been given no oral or written representations or assurances from the Company or any representative of the Company other than as set forth in this Agreement or in a document executed by a duly authorized representative of the Company making reference to this Agreement. (f) Each Purchaser has no existing short position with respect to the Common Stock. (g) Each Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its termsacknowledges that, except for the historical material contained herein or in the SEC Documents, the matters disclosed herein and therein are forward-looking statements under the federal securities laws that involve risks and uncertainties, including, but not limited to, the Company's ability to obtain future financing, the management and integration of acquired businesses and possible future acquisitions, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product development, commercialization and technological difficulties, capacity and supply constraints or difficulties, the results of financing efforts, actual purchases under agreements, and other risks detailed in the Company's SEC Documents. Actual results could differ materially from those estimated or anticipated in these forward-looking statements. (h) Each Purchaser is a resident of the state or country set forth under its name on the signature page hereto. (i) The foregoing representations and warranties are true and accurate as limited of the date hereof and unless otherwise informed in writing may be relied upon by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 relating to indemnity or contribution. 5.2 Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged as being true and will not engage in any short sales correct as of the Company's Common Stock prior to Closing Date and the effectiveness date of the Registration Statement, except to the extent that any such short sale is fully covered by shares of Common Stock of the Company other than the Shares. 5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on each Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SharesSecurities subscribed for herein, and such representations and warranties shall survive such purchase.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Securities Law Representations and Warranties Each PurchaserPurchaser represents, severally and not jointly, represents and warrants to and covenants with to the Company thatas follows: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the SecuritiesShares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, considered all information Purchaser it deems relevant (including the SEC documents) in making an informed decision to purchase the SecuritiesShares. (b) The Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only (as defined for purposes of the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and with the regulationx xxxxxxxxxx) xxxy, and has no present intention of distributing any of such Securities or the Shares nor any arrangement or understanding with any other persons regarding the distribution of such SecuritiesShares within the meaning of Section 2(11) of the Securities Act, except other than as contemplated in compliance with Section 5.1(c)7 of this Agreement. (c) 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 securities purchased hereunder Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunderthereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached hereto to this Agreement as Appendix Appendices I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company(as defined in Section 7.3 below), and the answers thereto to the Questionnaires are true and correct as of the date hereof of this Agreement and will be true and correct as of the effective date of the applicable Registration Statement (Statement; provided that Purchaser the Purchasers shall be entitled to update such information by providing notice thereof to the Company prior to before the effective date of such Registration Statement). (e) The Purchaser has, in connection with its decision to purchase the Securitiesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the SEC Document, Company Documents and the representations and warranties of the Company contained herein and oral statements made by management of the Company at meetings with Purchaserin this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (g) Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 relating to indemnity or contribution. 5.2 Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged and will not engage in any short sales of the Company's Common Stock prior to the effectiveness of the Registration Statement, except to the extent that any such short sale is fully covered by shares of Common Stock of the Company other than the Shares. 5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each PurchaserPurchaser represents, severally and not jointly, represents and warrants to and covenants with to the Company thatthe following: (a) Purchaser, taking into account Purchaser agrees that to the personnel extent specified by the Company and resources it can practically bring to bear on the purchase an underwriter of the Securities contemplated hereby, either alone Common Stock (or together with the advice other securities) of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requestedit will at the time of an initial public offering execute a lock-up agreement to the effect that it will not sell, receivedoffer to sell, reviewed and considered, either alone or with such Purchaser's purchaser representative, all information Purchaser deems relevant contract to sell (including the SEC documents) in making an informed decision without limitation any short sale), grant any option to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5.1(c). (c) Purchaser will not, directly or indirectly, offer, sell, pledge, otherwise transfer or otherwise dispose of (other than to funds or solicit any offers affiliates of such Purchasers or to buy, purchase or otherwise acquire or take a pledge ofdonees who agree to be similarly bound) any securities of the Company (other than securities purchased hereunder except in compliance with already registered) during a reasonable and customary period of time not to exceed one hundred and eighty (180) days, as agreed to by the Company and the underwriters, following the effective date of the Company's firm commitment initial public offering pursuant to a registration under the Securities Act of 1933, as amended (the "SECURITIES ACT"); provided, however, that all officers and directors of the Company enter into similar agreements. In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the securities of each Purchaser (and the shares or securities of every other person subject to the foregoing restriction) until the end of such one hundred and eighty (180) day period. The Company agrees to remove such stop transfer instructions at the end of such 180-day period. AI-6 (b) Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Purchaser understands that the Shares have not been, and will not be when issued, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act"), applicable blue sky lawsthe availability of which depends upon, among other things, the bona fide nature of the investment intent and the rules accuracy of the representations as expressed herein. (c) Purchaser acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and regulations promulgated thereunderpaid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares being sold during any three-month period not exceeding specified limitations. (d) Purchaser has completed or caused to be completed the Stock Certificate Questionnaire understands that no public market now exists, and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectivelythat a market may never exist, for use in preparation any of the Registration Statement to be filed securities issued by the Company. AI-7 ANNEX II FORM OF LEGAL OPINION Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx shall deliver the following opinions in substantially the form set forth herein. For purposes of delivering opinion no. 8, such counsel may assume that all agreements and other instruments that are material to the answers thereto are true and correct Company have been filed as of exhibits to the date hereof and will be true and correct as of the effective date of the applicable Registration Statement (provided that Purchaser Statement. In addition, such counsel shall be entitled to update make such information by providing notice thereof assumptions, to the Company prior limit such opinions and to the effective date of rely on such Registration Statement). (e) Purchaser has, certificates as to factual matters as are standard in legal opinions given in connection with its decision to purchase venture capital financings. 1. The Company has been duly incorporated, is validly existing as a corporation in good standing under the Securities, relied with respect to the Company and its affairs solely upon the SEC Document, the representations and warranties laws of the Company contained herein jurisdiction of its incorporation, has the corporate power and oral statements made by management of the Company at meetings with Purchaser. (f) Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (g) Purchaser has full rightauthority to own its property, power, authority and capacity to enter into this the Agreement and to consummate conduct its business as presently conducted and proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance conduct of this Agreement. Upon the execution and delivery its business or its ownership or leasing of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 relating to indemnity or contribution. 5.2 Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged and will not engage in any short sales of the Company's Common Stock prior to the effectiveness of the Registration Statementproperty requires such qualification, except to the extent that any such short sale is fully covered by shares of Common Stock the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole. 2. Each Subsidiary of the Company other than has been duly incorporated, is validly existing as a corporation in good standing under the Shares. 5.3 Purchaser understands laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as presently conducted and proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that nothing the failure to be so qualified or be in this Agreement or any other materials presented good standing would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole. 3. The Company is not and, after giving effect to Purchaser in connection with the purchase offering and sale of the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase the application of the Sharesproceeds thereof as described in the Registration Statement, will not be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, all information Purchaser deems relevant (including the SEC documents) in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5.1(c). (c) 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 securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, 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 applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the SEC DocumentDocuments, the representations and warranties of the Company contained herein and oral statements made by management of the Company Company's management made at meetings with the Purchaser. (f) Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (g) Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 relating to indemnity or contribution. 5.2 Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged and will not engage in any short sales of the Company's Common Stock prior to the effectiveness of the Registration Statement, except to the extent that any such short sale is fully covered by shares of Common Stock of the Company other than the Shares. 5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaserof the Purchasers, severally and not jointly, represents and represents, warrants to and covenants with to the Company Corporation that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, all information Purchaser deems relevant (including the SEC documents) in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5.1(c). (c) 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 securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, 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 applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the SEC Document, the representations and warranties of the Company contained herein and oral statements made by management of the Company at meetings with Purchaser. (f) Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (g) Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , the execution Registration Rights Agreement and delivery of this the Shareholders' Agreement have been duly authorized by Purchaser, this Agreement shall constitute a all requisite action by the Purchasers and each constitutes the valid and binding obligation of Purchaserthe Purchasers, enforceable in accordance with its terms; b) it is acquiring the Preferred Stock and Warrants for its own account, except (ifor investment and not with a view to the distribution thereof within the meaning of the Securities Act; c) as limited by applicable bankruptcyit understands that the Preferred Stock and Warrants have not been, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 relating to indemnity or contribution. 5.2 Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged and will not engage be, registered under the Securities Act, in any short sales each case by reason of its issuance by the Corporation in a transaction exempt from the registration requirements of the Company's Common Securities Act; and that the Preferred Stock prior and Warrants must be held by it indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration; d) it understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the effectiveness Securities Act depends on the satisfaction of various conditions, and that, if and when applicable, Rule 144 may only afford the basis for sales in limited amounts; e) it will not transfer the Preferred Stock or Warrants except in compliance with the Shareholders' Agreement, the Registration Statement, except to the extent that Rights Agreement and applicable law; f) it has not employed any such short sale is fully covered by shares of Common Stock of the Company other than the Shares. 5.3 Purchaser understands that nothing in this Agreement broker or any other materials presented to Purchaser finder in connection with the purchase transactions contemplated by this Agreement; g) (i) it is an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act, and sale by reason of its business and financial experience, and the business and financial experience of those persons retained by it to advise it with respect to its investment in the Preferred Stock, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the Shares constitutes legalprospective investment, tax or is able to bear the economic risk of such investment advice and, at the present time, is able to afford a complete loss of such investment and that no independent legal counsel has reviewed these documents and materials on Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection (ii) it is familiar with its purchase the business of the Shares.Corporation and has had the opportunity to ask questions of the officers and directors of the Corporation and to obtain such information about the financial condition of the Corporation as it has requested; and

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally as to itself and its affairs only and not jointlyjointly with any other Purchaser, represents and warrants to and and, where applicable, covenants with the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is sufficiently knowledgeable, sophisticated and experienced in making, investment matters to evaluate the merits and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase risks of the Securities, including investments in securities issued by the Company, purchasing and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, all information Purchaser deems relevant (including the SEC documents) in making an informed decision to purchase holding the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of reselling or distributing any of such Securities in violation of the Securities Act. Purchaser has no arrangements or any arrangement or understanding understandings with any other persons Person, group or entity regarding the transfer, resale or distribution of any such Securities, except Securities in compliance with Section 5.1(c)violation of the Securities Act. (c) 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 securities purchased hereunder except as permitted by this Agreement and in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunderthere under. (d) Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, 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 applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the SEC Document, the representations and warranties of the Company contained herein and oral statements made by management of the Company at meetings with Purchaser. (f) Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a “Qualified Institutional Buyer Buyer” within the meaning of Rule 144A promulgated under the Securities Act. (ge) Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this AgreementAgreement in accordance with its terms. Upon the execution and delivery of this Agreement by each Purchaser, this Agreement shall constitute a valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except that (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally, (ii) as enforceability may be limited by equitable principles generally, including any specific performance, and (iii) as to enforceability of those provisions of Section 9.3 8.2 relating to indemnity may be limited under applicable law or contributionfor reasons of public policy. 5.2 Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged and will not engage in any short sales of the Company's Common Stock prior to the effectiveness of the Registration Statement, except to the extent that any such short sale is fully covered by shares of Common Stock of the Company other than the Shares. 5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each PurchaserPurchaser understands, severally and not jointly, represents and warrants to to, and covenants with agrees with, the Company Company, that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, all information Purchaser deems relevant The Preferred Shares (including the SEC documentsConversion Shares) in making an informed decision to purchase and the Securities. Warrants (bincluding the Warrant Shares) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Securitieshave not been and, except in compliance with Section 5.1(c). (c) 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 securities purchased hereunder except in compliance with unless registered under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and in accordance with the Registration QuestionnaireRights Agreement (as defined in Section 6(b)), attached hereto as Appendix I will not be registered under the Securities Act, or any other applicable securities law, and, accordingly, may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of ("TRANSFERRED") unless registered under the Securities Act or Transferred in a transaction exempt from registration under the Securities Act and Appendix IIany other applicable securities law (in which event, respectively, for use in preparation of the Registration Statement to be filed by the Company, 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 applicable Registration Statement (provided that each Purchaser shall be entitled required to update such information by providing notice thereof provide the Company with an opinion of counsel that registration is not required, in form and substance reasonably satisfactory to the Company and its counsel). Each Purchaser acknowledges and agrees that the certificates representing the Preferred Shares and the Warrants and, prior to the effective date of such the registration thereof under the Securities Act pursuant to the Registration StatementRights Agreement, the Conversion Shares and the Warrant Shares, will bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR, UNLESS, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, OR TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS. (eb) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the SEC Document, the representations and warranties of the Company contained herein and oral statements made by management of the Company at meetings with Purchaser. (f) Each Purchaser is an "accredited investor" within the meaning of Rule 501 501(a) under the Securities Act, was not organized for the specific purpose of Regulation D promulgated acquiring the Securities, and is acquiring or will acquire the Securities for its own account. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Purchaser is aware that it may be required to bear the economic risk (including the possible loss of the entire investment) of an investment in the Securities for an indefinite period, and it is able to bear such risk for an indefinite period. (c) Each Purchaser is acquiring or will acquire the Preferred Shares and the Warrant for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof, except in compliance with applicable securities laws (including exemptions thereunder) or pursuant to an effective registration statement under the Securities Act. Each Purchaser agrees to Transfer the Preferred Shares (including the Conversion Shares) and the Warrant (including the Warrant Shares) only (i) in accordance with the terms of this Agreement and the Warrant, as applicable, and (ii) pursuant to registration under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated an exemption from registration under the Securities ActAct and any other applicable securities law. (d) The Company has furnished or made available to each Purchaser all material information relating to the business, finances and operations of the Company and material information relating to the offer and sale of the Securities and which have been requested by each Purchaser. Each Purchaser and/or its advisors, if any, in each case, have been afforded the opportunity to ask questions of the Company and have received satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, each Purchaser has had the opportunity to obtain and to review the Company's (1) Transition Report on Form 10-K for the six-month period ended December 31, 1996, as amended by Amendment No. 1 to Transition Report on Form 10-K/A, as filed with the Securities and Exchange Commission (the "SEC"), (2) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1997 and June 30, 1997, (3) definitive Proxy Statement of the Company dated December 27, 1996 for its Annual Meeting of Stockholders held on January 30, 1997, (4) Current Report on Form 8-K filed with the SEC on July 3, 1997, as amended by Amendment No. 1 to Current Report on Form 8-K/A filed with the SEC on July 11, 1997 and Amendment No. 2 to Current Report on Form 8-K/A filed with the SEC on August 29, 1997, and (5) the Company's Registration Statement on Form S-3 filed with the SEC on August 11, 1997, as amended by Amendment No. 1 to Registration Statement on Form S-3 filed with the SEC on September 11, 1997 (collectively, the "SEC DOCUMENTS"), which the Company has filed pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). Each Purchaser has had an opportunity to discuss in depth the Company's business, management and financial affairs with the Company's management, and has been provided access to material contracts and other documents it has requested and various informational brochures regarding the Company. (e) Each Purchaser, in electing to subscribe for the Securities hereunder, has relied upon an independent investigation made by it and its representative, if any. Each Purchaser has been given no oral or written representations or assurances from the Company or any representative of the Company other than as set forth in this Agreement or in a document executed by a duly authorized representative of the Company making reference to this Agreement. (f) Each Purchaser has no existing short position with respect to the Common Stock. (g) Each Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its termsacknowledges that, except for the historical material contained herein or in the SEC Documents, the matters disclosed herein and therein are forward-looking statements under the federal securities laws that involve risks and uncertainties, including, but not limited to, the Company's ability to obtain future financing, the management and integration of acquired businesses and possible future acquisitions, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product development, commercialization and technological difficulties, capacity and supply constraints or difficulties, the results of financing efforts, actual purchases under agreements, and other risks detailed in the Company's SEC Documents. Actual results could differ materially from those estimated or anticipated in these forward-looking statements. (h) Each Purchaser is a resident of the state or country set forth under its name on the signature page hereto. (i) The foregoing representations and warranties are true and accurate as limited of the date hereof and unless otherwise informed in writing may be relied upon by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 relating to indemnity or contribution. 5.2 Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged as being true and will not engage in any short sales correct as of the Company's Common Stock prior to Closing Date and the effectiveness date of the Registration Statement, except to the extent that any such short sale is fully covered by shares of Common Stock of the Company other than the Shares. 5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on each Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SharesSecurities subscribed for herein, and such representations and warranties shall survive such purchase.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally and not jointly, Purchaser represents and warrants to to, and covenants with with, the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of The Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, Act (a "QIB") and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, considered all information Purchaser it deems relevant (including the SEC documents) in making an informed decision to purchase the SecuritiesShares. The Purchaser is experienced in evaluating companies such as the Company. At no time was the Purchaser presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or, to the Purchaser's knowledge, any other form of general advertising or solicitation in connection with the offer, sale and purchase of the Shares. (b) The Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement number of Shares set forth 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 Securities Shares or any arrangement or understanding with any other persons regarding the distribution of such SecuritiesShares, except other than as contemplated in compliance with Section 5.1(c)the Registration Rights Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, charge, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge ofof or charge over) any of the securities purchased hereunder Shares, except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the applicable rules and regulations promulgated of the Commission thereunder. (d) The Purchaser has will have, on or prior to the Closing Date, furnished to the Company a fully completed or caused to be completed the Stock Certificate Securityholder Questionnaire and the Registration Questionnaire, attached hereto as Appendix I hereto and Appendix II, respectively, for use in preparation all of the Registration Statement to be filed by the Company, and the answers thereto are true and correct as of the date hereof and information contained therein will be true and correct as of the effective such date and as of the applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement)Closing Date. (e) The Purchaser has, in connection with its decision to purchase the Securities, relied with respect to will notify the Company and immediately of any change in any such information until such time as the Purchaser has sold all of its affairs solely upon the SEC Document, the representations and warranties of Shares or until the Company contained herein and oral statements made by management of is no longer required to keep the Company at meetings with PurchaserRegistration Statement (defined below) effective. (f) The Purchaser is an "accredited investor" within will not make any sale of the meaning Shares without complying with the provisions of Rule 501 of Regulation D promulgated this Agreement and without causing the prospectus delivery requirement under the Securities Act or to be satisfied, and the Purchaser acknowledges that the certificates evidencing the Shares will be imprinted with a Qualified Institutional Buyer within legend in substantially the meaning following form (and a stop-transfer order may be placed against transfer of Rule 144A promulgated under the Securities Actcertificates for the Shares): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT UNTIL THE PASSAGE OF TWO YEARS FROM JUNE 1, 2006, UNLESS THE SECURITIES ARE OTHERWISE SOLD, TRANSFERRED OR ASSIGNED IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL AS TO THE EXEMPTION FROM REGISTRATION OF SUCH SALE, TRANSFER OR ASSIGNMENT." The Purchaser acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the prospectus forming part of the Registration Statement, as set forth in the Registration Rights Agreement. (g) The Purchaser will notify the Company promptly of any sale of its Shares, other than sales pursuant to a Registration Statement contemplated in the Registration Rights Agreement, and the Purchaser will furnish any information reasonably requested by the Company, including an opinion of counsel reasonably satisfactory to the Company, to evidence the exemption from the registration requirements of the Securities Act, the applicable rules and regulations of the Commission thereunder, and state securities laws, in reliance upon which such sales have been made. (h) This Agreement has full rightbeen duly authorized, power, authority executed and capacity to enter into this Agreement and to consummate delivered by the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except . (i) as limited by applicable bankruptcyThe Purchaser will not, insolvencyprior to August 1, reorganization2006, moratorium sell, offer to sell, solicit offers to buy, dispose of, loan, charge, pledge or similar laws relating grant any right with respect to (collectively, a "Disposition"), the Common Shares, nor will the Purchaser engage in any hedging or other transaction which is designed or could reasonably be expected to lead to or affecting result in a Disposition of Common Shares by the enforcement Purchaser or any person or entity. Such prohibited hedging or other transaction would include, without limitation, effecting any short sale or having in effect a short position (whether such short sale or position is against the box and regardless of creditors' rights generallywhen such position was entered into) or any purchase, sale or grant of any right (iiincluding, without limitation, any put or call option) as limited by equitable principles generally, including with respect to the Common Shares or with respect to any specific performance, and security (iiiother than a broad-based market basket or index) as to those provisions that includes or derives any significant part of Section 9.3 relating to indemnity or contribution. 5.2 Purchaser represents and warrants to and covenants with its value from the Common Shares. In the event the Company that effects a registered offering or a Rule 144A offering of its Common Shares, or securities exchangeable for or convertible into its Common Shares, the Purchaser has not engaged and will not engage in a Disposition of its Common Shares, nor will the Purchaser engage in any short sales hedging or other transaction which is designed or could reasonably be expected to lead to or result in a Disposition of Common Shares by the Purchaser or any person or entity for the same period of time that the Company agrees not to effect such Disposition. (j) The Purchaser will hold in confidence all information concerning this Agreement and the placement of shares hereunder and under any other Agreements until the Company has made a public announcement concerning this Agreement, or this Agreement is terminated. Purchaser acknowledges that for purposes of the foregoing, "hold in confidence" shall include not trading securities of the Company's Common Stock . (k) The Purchaser covenants that it shall use its best efforts to make, as promptly as practicable, an appropriate filing of a HSR Notification and Report Form pursuant to the HSR Act with respect to the sale of the Tranche B Shares contemplated hereby, to seek early termination of such waiting period under the HSR Act and, except with the prior written consent of the Company, not to extend any waiting period under the HSR Act or to enter into any agreement with the U.S. Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice not to consummate the sale of the Tranche B Shares contemplated hereby. (l) The Purchaser represents that, to its knowledge, after giving effect to the sale and purchase of Shares pursuant to this Agreement, neither it nor any Purchaser Affiliate will be a "United States shareholder" of the Company within the meaning of Section 951(b) of the Internal Revenue Code of 1986, as amended. (m) The Purchaser represents that, to its knowledge, neither it nor any Purchaser Affiliate is a direct or indirect insured with respect to a policy of insurance or reinsurance issued by Montpelier Re, within the meaning of Section 953(c)(2) of the Internal Revenue Code of 1986, as amended. (n) On or prior to the effectiveness of Tranche A Closing Date, the Purchasers will have entered into the Registration Statement, except to the extent that any such short sale is fully covered by shares of Common Stock of the Company other than the SharesRights Agreement. 5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each PurchaserPurchaser severally, severally and not jointly, hereby represents and warrants to to, and covenants with with, the Company Company, that: (a1) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, all information Purchaser deems relevant (including the SEC documents) in making an informed decision to purchase the Securities. (b) The Purchaser is (i) a QIB, (ii) aware that the sale to it is being made in reliance on a private placement exemption from registration under the 1933 Act and (iii) acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account or for investment only the account of a QIB and not with no present intention a view to the distribution thereof, except as permitted under Rule 144A or other applicable securities laws. (2) The Purchaser understands that the Securities and the Common Stock issuable upon conversion of distributing the Securities are being offered in a transaction not involving any public offering within the meaning of the 1933 Act, that the Securities and the Common Stock issuable upon conversion of the Securities have not been and, except as described in the Private Placement Memorandum, will not be registered under the 1933 Act and agrees that (i) the Purchaser will offer, resell, pledge or otherwise transfer such Securities and Common Stock only (A) to a person whom the seller reasonably believes is a QIB and to whom notice is given that the transfer is being made reliance on Rule 144A, (B) pursuant to an exemption from registration under the 1933 Act provided by Rule 144 thereunder (if available), (C) pursuant to an effective registration statement under the 1933 Act or any arrangement (D) to the Company or understanding one of its subsidiaries, in each of cases (A) through (D) in accordance with any applicable securities laws of any state of the United States, and (ii) the Purchaser will, and each subsequent holder of the Securities will be required to, notify any subsequent purchaser of the Securities or the Common Stock issued upon conversion of the Securities of the resale restrictions referred to in clause (i) above and will provide the Company and the transfer agent such certificates and other persons regarding information as they may reasonably require to confirm that the distribution transfer by it complies with the foregoing restrictions, if applicable. (3) The Purchaser understands that the Securities and the Common Stock issuable upon conversion of such Securitiesthe Securities will, except until the Securities can be sold to the public in accordance with Rule 144 under the 1933 Act, unless sold pursuant to a registration statement that has been declared effective under the 1933 Act or in compliance with Section 5.1(c)Rule 144, bear a legend substantially to the following effect: (4) The Purchaser (i) is able to fend for itself in the transactions contemplated by the Private Placement Memorandum, (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities and (iii) has the ability to bear the economic risks of its prospective investment in the Securities and can afford the complete loss of such investment. (c5) 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 has received a pledge of) any copy of the securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, Preliminary Private Placement Memorandum and the rules and regulations promulgated thereunder. (d) Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed upon delivery by the Company, 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 applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to Closing of the effective date Final Private Placement Memorandum will have received a copy of such Registration Statement). the Final Private Placement Memorandum and acknowledges that (ei) Purchaser hasit has conducted its own investigation of the Company and the terms of the Securities and, in connection conducting its examination, it has not relied on, and will not rely on, the Placement Agents, any statements or other information provided by the Placement Agents concerning the Company or the terms of this offering or any due diligence investigation that the Placement Agents or their affiliates, or any person acting on behalf of any of them, may conduct or may have conducted with respect to the Securities or the Company, (ii) it has had access to the Company’s public filings with the Securities and Exchange Commission and to such financial and other information as it deems necessary to make its decision to purchase the Securities, relied (iii) it has been offered the opportunity to ask questions of the Company and, if asked questions, received answers thereto, as it deemed necessary in connection with the decision to purchase the Securities and (iv) it is aware that there may be additional non-public information with respect to the Securities, the Company and developments relating to the Company, that the Company has agreed to make available to or discuss with the Purchaser upon execution by such Purchaser of a confidentiality agreement, and that the Purchaser has either executed such confidentiality agreement and received such information or participated in such discussions as are satisfactory to it or has elected in its affairs solely sole discretion not to request such information or discussions. (6) The Purchaser, its affiliates and any of its and their directors, officers, employees, agents, advisors and controlling persons are aware that the U.S. securities laws prohibit any person that has material non-public information about a company from purchasing or selling, directly or indirectly, securities of such company (including entering into hedging transactions involving such securities) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell securities. (7) The Purchaser understands that the Company will rely upon the SEC Documenttruth and accuracy of the foregoing representations, acknowledgements and agreements and agrees that if any of the representations and warranties acknowledgements deemed to have been made by it by its purchase of the Company contained herein and oral statements made by management of Securities are no longer accurate, the Purchaser shall promptly notify the Company at meetings and each Placement Agent. The Purchaser hereby consents to such reliance. If the Purchaser is acquiring the Securities as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with Purchaserrespect to each such account and it has full power to make the foregoing representations, acknowledgements and agreements on behalf of such account. (f) 8) The Purchaser is an "accredited investor" has not solicited offers for, or offered or sold, and will not solicit offers for, or offer to sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 501 502(c) of Regulation D promulgated under the Securities 1933 Act or in any manner involving a Qualified Institutional Buyer public offering within the meaning of Rule 144A promulgated under Section 4(2) of the Securities Act0000 Xxx. (g9) The Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or any Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities, in any jurisdiction outside the United States where action for that purpose is required. Each Purchaser outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense. (10) The Purchaser further represents and warrants to, and covenants with, the Company that the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 relating to indemnity or contribution. 5.2 (11) The Purchaser represents acknowledges and warrants to and covenants with the Company agrees that Purchaser has not engaged and will not engage in any short sales of the Company's Common Stock prior to the effectiveness of the Registration Statement, except to the extent that any such short sale is fully covered by shares of Common Stock of the Company other than the Shares. 5.3 Purchaser understands that nothing in the Private Placement Memorandum, this Agreement Agreement, the Company’s public filings with the Commission or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares Securities constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on Purchaser's behalfadvice. The Purchaser has consulted such legal, tax and investment advisors and made its own assessments as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Securities. The Purchasers understand that the SharesCompany, and for purposes of the opinions to be delivered to it pursuant to Section 5 hereof, counsel to the Company will rely upon the accuracy and truth of the foregoing representations, and the Purchasers hereby consent to such reliance.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally and not jointly, Purchaser represents and warrants to to, and covenants with with, the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of The Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, Act (a “QIB”) and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, considered all information Purchaser it deems relevant (including the SEC documents) in making an informed decision to purchase the SecuritiesShares. The Purchaser is experienced in evaluating companies such as the Company. At no time was the Purchaser presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or, to the Purchaser’s knowledge, any other form of general advertising or solicitation in connection with the offer, sale and purchase of the Shares. (b) The Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement number of Shares set forth 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 Securities Shares or any arrangement or understanding with any other persons regarding the distribution of such SecuritiesShares, except other than as contemplated in compliance with Section 5.1(c)the Registration Rights Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, charge, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge ofof or charge over) any of the securities purchased hereunder Shares, except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the applicable rules and regulations promulgated of the Commission thereunder. (d) The Purchaser has will have, on or prior to the Closing Date, furnished to the Company a fully completed or caused to be completed the Stock Certificate Securityholder Questionnaire and the Registration Questionnaire, attached hereto as Appendix I hereto and Appendix II, respectively, for use in preparation all of the Registration Statement to be filed by the Company, and the answers thereto are true and correct as of the date hereof and information contained therein will be true and correct as of the effective such date and as of the applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement)Closing Date. (e) The Purchaser has, in connection with its decision to purchase the Securities, relied with respect to will notify the Company and immediately of any change in any such information until such time as the Purchaser has sold all of its affairs solely upon the SEC Document, the representations and warranties of Shares or until the Company contained herein and oral statements made by management of is no longer required to keep the Company at meetings with PurchaserRegistration Statement (defined below) effective. (f) The Purchaser is an "accredited investor" within will not make any sale of the meaning Shares without complying with the provisions of Rule 501 of Regulation D promulgated this Agreement and without causing the prospectus delivery requirement under the Securities Act or to be satisfied, and the Purchaser acknowledges that the certificates evidencing the Shares will be imprinted with a Qualified Institutional Buyer within legend in substantially the meaning following form (and a stop-transfer order may be placed against transfer of Rule 144A promulgated under the Securities Actcertificates for the Shares): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT UNTIL THE PASSAGE OF TWO YEARS FROM JUNE 1, 2006, UNLESS THE SECURITIES ARE OTHERWISE SOLD, TRANSFERRED OR ASSIGNED IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL AS TO THE EXEMPTION FROM REGISTRATION OF SUCH SALE, TRANSFER OR ASSIGNMENT.” The Purchaser acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the prospectus forming part of the Registration Statement, as set forth in the Registration Rights Agreement. (g) The Purchaser will notify the Company promptly of any sale of its Shares, other than sales pursuant to a Registration Statement contemplated in the Registration Rights Agreement, and the Purchaser will furnish any information reasonably requested by the Company, including an opinion of counsel reasonably satisfactory to the Company, to evidence the exemption from the registration requirements of the Securities Act, the applicable rules and regulations of the Commission thereunder, and state securities laws, in reliance upon which such sales have been made. (h) This Agreement has full rightbeen duly authorized, power, authority executed and capacity to enter into this Agreement and to consummate delivered by the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except . (i) as limited by applicable bankruptcyThe Purchaser will not, insolvencyprior to August 1, reorganization2006, moratorium sell, offer to sell, solicit offers to buy, dispose of, loan, charge, pledge or similar laws relating grant any right with respect to (collectively, a “Disposition”), the Common Shares, nor will the Purchaser engage in any hedging or other transaction which is designed or could reasonably be expected to lead to or affecting result in a Disposition of Common Shares by the enforcement Purchaser or any person or entity. Such prohibited hedging or other transaction would include, without limitation, effecting any short sale or having in effect a short position (whether such short sale or position is against the box and regardless of creditors' rights generallywhen such position was entered into) or any purchase, sale or grant of any right (iiincluding, without limitation, any put or call option) as limited by equitable principles generally, including with respect to the Common Shares or with respect to any specific performance, and security (iiiother than a broad-based market basket or index) as to those provisions that includes or derives any significant part of Section 9.3 relating to indemnity or contribution. 5.2 Purchaser represents and warrants to and covenants with its value from the Common Shares. In the event the Company that effects a registered offering or a Rule 144A offering of its Common Shares, or securities exchangeable for or convertible into its Common Shares, the Purchaser has not engaged and will not engage in a Disposition of its Common Shares, nor will the Purchaser engage in any short sales hedging or other transaction which is designed or could reasonably be expected to lead to or result in a Disposition of Common Shares by the Purchaser or any person or entity for the same period of time that the Company agrees not to effect such Disposition. (j) The Purchaser will hold in confidence all information concerning this Agreement and the placement of shares hereunder and under any other Agreements until the Company has made a public announcement concerning this Agreement, or this Agreement is terminated. Purchaser acknowledges that for purposes of the foregoing, “hold in confidence” shall include not trading securities of the Company's Common Stock . (k) The Purchaser covenants that it shall use its best efforts to make, as promptly as practicable, an appropriate filing of a HSR Notification and Report Form pursuant to the HSR Act with respect to the sale of the Tranche B Shares contemplated hereby, to seek early termination of such waiting period under the HSR Act and, except with the prior written consent of the Company, not to extend any waiting period under the HSR Act or to enter into any agreement with the U.S. Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice not to consummate the sale of the Tranche B Shares contemplated hereby. (l) The Purchaser represents that, to its knowledge, after giving effect to the sale and purchase of Shares pursuant to this Agreement, neither it nor any Purchaser Affiliate will be a “United States shareholder” of the Company within the meaning of Section 951(b) of the Internal Revenue Code of 1986, as amended. (m) The Purchaser represents that, to its knowledge, neither it nor any Purchaser Affiliate is a direct or indirect insured with respect to a policy of insurance or reinsurance issued by Montpelier Re, within the meaning of Section 953(c)(2) of the Internal Revenue Code of 1986, as amended. (n) On or prior to the effectiveness of Tranche A Closing Date, the Purchasers will have entered into the Registration Statement, except to the extent that any such short sale is fully covered by shares of Common Stock of the Company other than the SharesRights Agreement. 5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, all information Purchaser deems relevant (including the SEC documents) in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5.1(c5(c). (c) 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 securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser has completed or caused to be completed the Stock Certificate and Warrant Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement Statements to be filed by the Company, and the answers thereto are true and correct to the best knowledge of Purchaser as of the date hereof and will be true and correct as of the effective date of the applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the SEC Document, information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein and oral statements made by management of the Company at meetings with Purchaserherein. (f) Purchaser is an "accredited investorPurchaser" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (g) Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' and contracting parties' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 9.4 relating to indemnity or contribution. 5.2 (h) If Purchaser is not a U.S. Person, such Purchaser hereby represents and warrants that such Purchaser is satisfied as to and covenants with the Company that Purchaser has not engaged and will not engage in any short sales full observance of the Companylaws of such Purchaser's Common Stock prior to the effectiveness of the Registration Statement, except to the extent that any such short sale is fully covered by shares of Common Stock of the Company other than the Shares. 5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser jurisdiction in connection with any invitation to subscribe for the purchase and sale Securities or any use of this Agreement, including (i) the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on requirements with such Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Such Purchaser's subscription and payment for, and such Purchaser's continued beneficial ownership of, the Securities will not violate any applicable securities or other laws of such Purchaser's jurisdiction.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, all information Purchaser deems relevant (including the SEC documents) in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5.1(c5(c). (c) 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 securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser has completed or caused to be completed the Stock Certificate and Warrant Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement Statements to be filed by the Company, and the answers thereto are true and correct to the best knowledge of Purchaser as of the date hereof and will be true and correct as of the effective date of the applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the SEC Document, information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein and oral statements made by management of the Company at meetings with Purchaserherein. (f) Purchaser is an "accredited investorPurchaser" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (g) Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' and contracting parties' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 9.4 relating to indemnity or contribution. 5.2 (h) Purchaser hereby represents that such Purchaser is satisfied as to the full observance of the laws of such Purchaser's jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (i) the legal requirements with such Purchaser's jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and warrants (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Such Purchaser's subscription and covenants payment for, and such Purchaser's continued beneficial ownership of, the Securities will not violate any applicable securities or other laws of such Purchaser's jurisdiction. (i) The Securities to be purchased by such Purchaser will be acquired for investment for such Purchaser's own account, not as a nominee or agent, and not for the account or benefit of, a U.S. Person, and not with a view to the Company resale or distribution of any part thereof in the "United States" or to a "U.S. Person" (as such terms are defined in Appendix IV hereto), and that Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (j) Purchaser does not engaged have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person in the United States or to a U.S. Person, or any hedging transaction with any third person in the United States or to a United States resident, with respect to any of the Securities. (k) Purchaser understands that the Securities are not registered under the Securities Act on the ground that the sale provided for in this Agreement and will not engage in any short sales the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Regulation S thereof, and that the Company's Common Stock prior reliance on such exemption is predicated on the Purchasers' representations set forth herein. (l) Purchaser is a person or entity that is not a U.S. Person. (m) Purchaser hereby agrees to resell such Securities only in accordance with the effectiveness provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an exemption from registration. Purchaser further agrees not to engage in hedging transactions with regard to such Securities unless in compliance with the Securities Act. In Addition, Purchaser hereby agrees with respect to any Warrants it receives that it will only exercise any such Warrants outside of the Registration Statement, except to United States in accordance with the extent that any such short sale is fully covered by shares provisions of Common Stock of the Company other than the Shares.Regulation S. 5.3 (n) Purchaser understands that nothing the Securities are not registered under the Securities Act on the ground that the sale provided for in this Agreement or any other materials presented and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Purchaser in connection with the purchase and sale of the Shares constitutes legalRegulation S thereof, tax or investment advice and that no independent legal counsel has reviewed these documents and materials the Company's reliance on Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of exemption is predicated on the SharesPurchasers' representations set forth herein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally and not jointly, represents represent and warrants to warrant to, and covenants with covenant with, the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, 5.1 Such Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser's purchaser representative, all information Purchaser deems relevant (including the SEC documents) in making an informed decision to purchase the SecuritiesShares. (b) 5.2 Such Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in number of Shares set forth opposite such Purchaser’s name on the ordinary course Schedule of its business and Purchasers for its own account and not with a view towards, or for investment only and with no present intention of distributing any of such Securities resale in connection with, the public sale or any arrangement or understanding with any other persons regarding the distribution of such Securitiesthereof, except in compliance with Section 5.1(c). pursuant to sales registered or exempted under the Securities Act (cthis representation and warranty not (i) Purchaser will not, directly limiting such 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 securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder, (ii) providing any covenant as to the period of time in which such Purchaser will hold any securities of the Company, or (iii) other than with respect to any claims arising out of a breach of this representation and warranty, limiting such Purchaser’s right to indemnification under Section 11). (d5.3 Such Purchaser covenants with the Company that such Purchaser’s trading and distribution activities with respect to the Company’s securities will be in compliance with Regulation M promulgated under the Securities Act. Such Purchaser agrees that the removal of the restrictive legend from certificates representing Conversion Shares as set forth in Section 7 is predicated upon the Company’s reliance that such Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom. 5.4 Such Purchaser has, in connection with its decision to purchase the number of Shares set forth in the Schedule of Purchasers, has had an opportunity to discuss this investment with representatives of the Company and ask questions of them. 5.5 Such Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act; 5.6 Such Purchaser has completed will complete or caused cause to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and part of Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and represents and warrants that 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 applicable Registration Statement and such 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 or Conversion Shares or until the Company is no longer required to keep the Registration Statement effective. 5.7 Such Purchaser understands that, except as provided in Section 10 hereof, (provided that a) the Shares and the Conversion Shares have not been and are not being registered under the Securities Act and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder, (ii) such Purchaser shall be entitled to update such information by providing notice thereof have delivered to the Company prior an opinion of counsel, in a generally acceptable form, to the effective date effect that the Shares or Conversion Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (iii) such Purchaser provides the Company with reasonable assurance that the Shares or Conversion Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended (or a successor rule thereto) (“Rule 144”). Notwithstanding the foregoing, (x) the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any legal opinion, any transfer of Shares or Conversion Shares by a Purchaser to an affiliate of such Registration Statement). Purchaser, provided that such affiliate agrees to be bound by all of the applicable provisions of this Agreement and certifies to the Company that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act; provided further that, solely with respect to Deutsche Bank, AG London Branch and solely for purposes of this Section 5.5, “affiliate” shall include QVT Financial LP and any affiliates of QVT Financial LP, including without any limitation any accounts or entities managed, advised or controlled by QVT Financial LP, regardless of its relationship, if any, with Deutsche Bank, AG London Branch, and (ey) Purchaser has, the Shares or the Conversion Shares may be pledged in connection with its decision a bona fide margin account in accordance with Section 5.9. Such Purchaser understands that, until such time as the Shares or the Conversion Shares may be sold pursuant to purchase Rule 144 under the Securities, relied Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold or a Registration Statement has been declared effective with respect to the Company and its affairs solely upon the SEC DocumentConversion Shares, the representations Shares and warranties the Conversion Shares will bear a restrictive legend in substantially the following form: “The shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the Company contained herein and oral statements made by management “Securities Act”), or the securities laws of the Company at meetings with Purchaser. any state or other jurisdiction. The shares may not be offered, sold, pledged or otherwise transferred except (f1) Purchaser is pursuant to an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated exemption from registration under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable securities laws of the states and other jurisdictions, and in the case of a transaction exempt from registration, unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws. Notwithstanding the foregoing, the shares may be pledged in connection with a bona fide margin account.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares or Conversion Shares upon which it is stamped, (i) such Shares or Conversion Shares are registered for resale under the Securities Act, (ii) in connection with a sale transaction, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Shares or Conversion Shares may be made without registration under the Securities Act, (iii) such holder provides the Company with reasonable assurances that the Shares or Conversion Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold or (iv) such holder provides the Company with reasonable assurances that the Shares or Conversion Shares have been or are being sold pursuant to Rule 144. (g) 5.8 Such Purchaser has full right, power, authority further represents and capacity to enter into this Agreement and to consummate warrants that after consummation of the transactions contemplated hereby and has taken all necessary action by the Certificate of Designation, such Purchaser, its subsidiaries and affiliates, will not own, immediately upon giving effect to authorize the execution, delivery and performance of transactions contemplated by this Agreement. Upon , individually or in the execution aggregate, more than 19.9% of the equity securities (or securities convertible into or exchangeable for common stock) of the Company. 5.9 The Company acknowledges and delivery agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Shares and Conversion Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement by Purchaserand, this Agreement shall constitute a valid and binding obligation if required under the terms of Purchasersuch arrangement, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium such Purchaser may transfer pledged or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 9.3 relating to indemnity or contribution. 5.2 Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged and will not engage in any short sales of the Company's Common Stock prior secured securities to the effectiveness of the Registration Statement, except pledgees or secured parties. Such a pledge or transfer would not be subject to the extent that any such short sale is fully covered by shares of Common Stock approval of the Company other than and no legal opinion of legal counsel of the Shares. 5.3 Purchaser understands that nothing pledgee, secured party or pledgor shall be required in this Agreement connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or any other materials presented to Purchaser secured party of such securities may reasonably request in connection with a pledge or transfer of such securities, including, if such securities are subject to registration pursuant to Section 10, the purchase preparation and sale filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on Purchaser's behalf. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase Securities Act to appropriately amend the list of the Sharesselling stockholders thereunder.