Common use of Stockholder Representations and Warranties Clause in Contracts

Stockholder Representations and Warranties. Each Stockholder ------------------------------------------ hereby severally represents and warrants as follows: (i) If it is an entity, it is a corporation, limited partnership, trust or other entity duly organized and validly existing under the laws of its state of organization. (ii) It has full power and authority and, in the case of an individual, legal and fiduciary capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (iii) Each of the Class II Stockholders (A) as a result of his relationship with the Company and experience in financial matters, is able to evaluate the acquisition of Common Stock and Options, the business and proposed capital structure of the Company and the risks inherent therein; (B) has been given the opportunity to obtain any additional information or documents, and to ask questions and receive answers, from the officers and representatives of the Company to the extent necessary to evaluate the risks and merits of an investment in the Company; (C) has determined that the acquisition of Common Stock and Options is consistent both in nature and amount, with his overall investment program and financial condition, and that his financial condition is such that he can afford to bear the economic risk of holding unregistered Securities for which there is no market and acknowledges that he may suffer a complete loss of such investment. (iv) (A) the Securities acquired by him are being acquired for his own account for investment, without any present intention of selling or further distributing the same, (B) acknowledges that no liquid trading market currently exists or is expected to exist in the foreseeable future and as a result, such Stockholder may be unable to sell any of the Securities for an indefinite period of time and (C) acknowledges that the Company has no obligation, except as set forth in Section 6 hereof, to register any of the Securities. (v) Each member of the HPA Group represents and warrants that he or it is an accredited investor within the meaning of Regulation D under the Act. Each Stockholder acknowledges that the Company is relying upon the truth and accuracy of the above representations to a material degree in effectuating the transactions contemplated hereby.

Stockholder Representations and Warranties. (i) Each Stockholder ------------------------------------------ hereby severally and not jointly represents and warrants as follows: (i) If that if it is an entity, it is a corporation, limited partnership, trust or other entity duly organized and validly existing under the laws of its state of organization. (ii) It Each Stockholder hereby severally and not jointly represents and warrants that it has full power and authority and, in the case of an individual, legal and fiduciary capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (iii) Each of the Class II Stockholders hereby severally and not jointly represents and warrants that (A) as a result of his relationship with the Company and experience in financial matters, is able to evaluate the acquisition of Common Stock and Options, the business and proposed capital structure of the Company and the risks inherent therein; (B) has been given the opportunity to obtain any additional information or documents, and to ask questions and receive answers, from the officers and representatives of the Company to the extent necessary to evaluate the risks and merits of an investment in the Company; (C) has determined that the acquisition of Common Stock and Options is consistent both in nature and amount, with his overall investment program and financial condition, and that his financial condition is such that he can afford to bear the economic risk of holding unregistered Securities for which there is no market and acknowledges that he may suffer a complete loss of such investment. (iv) Each of GEI, the HPA Group and each Class II Stockholder hereby severally and not jointly represents and warrants that (A) the Securities acquired by him GEI, the HPA Group and each Class II Stockholder are being acquired for his such Stockholder's own account for investment, without any present intention of selling or further distributing the same, (B) such Stockholder acknowledges that the no liquid trading market currently exists or is expected to exist in the foreseeable future and as a result, such Stockholder may be unable to sell any of the Securities for an indefinite period of time and (C) such Stockholder acknowledges that the Company has no obligation, except as set forth in Section 6 hereof, to register any of the Securities. (v) Each member of the HPA Group represents and warrants that he or it is an accredited investor within the meaning of Regulation D under the Act. Each Stockholder acknowledges that the Company is relying upon the truth and accuracy of the above representations to a material degree in effectuating the transactions contemplated hereby.. 2. Subscription for Common Stock; Call Option. ------------------------------------------ (a) Common Stock Subscription(a).Common

Stockholder Representations and Warranties. Each Stockholder ------------------------------------------ hereby severally represents and warrants as follows: (i) If it is an entity, it is a corporation, limited partnership, trust or other entity duly organized and validly existing under the laws of its state of organization. (ii) It has full power and authority and, in the case of an individual, legal and fiduciary capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (iii) Each of the Class II Stockholders (A) as a result of his relationship with the Company and experience in financial matters, is able to evaluate the acquisition of Common Stock and Options, the business and proposed capital structure of the Company and the risks inherent therein; (B) has been given the opportunity to obtain any additional information or documents, and to ask questions and receive answers, from the officers and representatives of the Company to the extent necessary to evaluate the risks and merits of an investment in the Company; (C) has determined that the acquisition of Common Stock and Options is consistent both in nature and amount, with his overall investment program and financial condition, and that his financial condition is such that he can afford to bear the economic risk of holding unregistered Securities for which there is no market and acknowledges that he may suffer a complete loss of such investment. (iv) (A) the Securities acquired by him are being acquired for his own account for investment, without any present intention of selling or further distributing the same, (B) acknowledges that that no liquid trading market currently exists or is expected to exist in the foreseeable future and as a result, such Stockholder may be unable to sell any of the Securities for an indefinite period of time and (C) acknowledges that the Company has no obligation, except as set forth in Section 6 hereof, to register any of the Securities. (v) Each member of the HPA Group represents and warrants that he or it is an accredited investor within the meaning of Regulation D under the Act. Each Stockholder acknowledges that the Company is relying upon the truth and accuracy of the above representations to a material degree in effectuating the transactions contemplated hereby.