Common use of Subscriber Representations Clause in Contracts

Subscriber Representations. The Subscriber hereby represents, warrants and agrees that: (a) The Subscriber has had an opportunity to ask questions and receive information from the Company. (b) The Subscriber’s representations in this Agreement are complete and accurate to the best of the Subscriber’s knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares. (c) The Subscriber is an “accredited investor” as defined by Regulation D as set forth below; According to Rule 501(a) of Regulation D, “accredited investor” means any person who comes within any of the following categories, or who the Issuer reasonable believes comes within any of the following categories, at the time of the sale of the Shares to that person: (i) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a State or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (ii) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (iii) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (iv) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of that issuer; (v) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (vi) Any natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (vii) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in section 30.506(b)(2)(ii); and (viii) Any entity in which all of the equity owners are accredited investors. (d) The Subscriber is able to bear the economic risk of an investment in the securities for an indefinite period of time, can afford to risk the loss of the entire investment in the securities, and will, after making an investment in the securities, have sufficient means of providing for current needs and possible future contingencies without reliance upon this investment. Additionally, the Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to the Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive. (e) The Subscriber understands and acknowledges that the securities are being offered and sold in reliance upon an exemption from registration under Sections 4(2), 4(6) and/or Rule 506 of Regulation D under the Securities Act of 1933 (the “Act”), and are therefore subject to the limitations on resale pursuant to Rule 144. Further the subscriber understands the securities subscribed for herein are being acquired for the Subscriber’s own account and risk, and not on behalf of any other person and are being purchased by the subscriber for investment and not with a view to the distribution of the securities. The Subscriber is aware that although there are no legal restrictions on the transferability of the securities, the subscriber must register the securities or have an exemption from registration before the Subscriber may resell the securities. Further the Subscriber understands, there is presently a very limited public market for the securities and no assurance of a future public market for the securities, and, accordingly, it is unlikely that the Subscriber will be readily able to liquidate an investment in the securities.

Subscriber Representations. The Subscriber hereby represents, warrants and agrees that: (a) The Subscriber has had an opportunity to ask questions and receive information from the Company. (b) The Subscriber’s representations in this Agreement are complete and accurate to the best of the Subscriber’s knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares. (c) The Subscriber is an “"accredited investor” " as defined by Regulation D as set forth below; According to Rule 501(a) of Regulation D, “"accredited investor” " means any person who comes within any of the following categories, or who the Issuer reasonable believes comes within any of the following categories, at the time of the sale of the Shares to that person: (i) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a State or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (ii) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (iii) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (iv) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of that issuer; (v) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (vi) Any natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (vii) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in section 30.506(b)(2)(ii); and (viii) Any entity in which all of the equity owners are accredited investors. (d) The Subscriber is able to bear the economic risk of an investment in the securities for an indefinite period of time, can afford to risk the loss of the entire investment in the securities, and will, after making an investment in the securities, have sufficient means of providing for current needs and possible future contingencies without reliance upon this investment. Additionally, the Subscriber’s overall commitment to investments which that are not readily marketable is not disproportionate to the Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive. (e) The Subscriber understands and acknowledges that the securities are being offered and sold in reliance upon an exemption from registration under Sections 4(2), Section 4(6) and/or Rule 506 of Regulation D under the Securities Act of 1933 (the hereinafter “Securities Act”), and are therefore subject to the limitations on resale pursuant to Rule 144. Further the subscriber Subscriber understands the securities subscribed for herein are being acquired for the Subscriber’s own account and risk, and not on behalf of any other person and are being purchased by the subscriber Subscriber for investment and not with a view to the distribution of the securities. The Subscriber is aware that although there are no legal restrictions on the transferability of the securities, the subscriber Subscriber must register the securities or have an exemption from registration before the Subscriber may resell the securities. Further the Subscriber understands, there is presently a very limited public market for the securities and no assurance of a future public market for the securities, and, accordingly, it is unlikely that the Subscriber will be readily able to liquidate an investment in the securities.

Subscriber Representations. The Subscriber hereby represents, warrants and agrees that: (a) The Subscriber has had an opportunity to ask questions and receive information from the Company. (b) The Subscriber’s representations in this Agreement are complete and accurate to the best of the Subscriber’s knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares. (c) The Subscriber is an “accredited investor” as defined by Regulation D as set forth below; According to Rule 501(a) of Regulation D, “accredited investor” means any person who comes within any of the following categories, or who the Issuer reasonable believes comes within any of the following categories, at the time of the sale of the Shares to that person: (i) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a State or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (ii) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (iii) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (iv) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of that issuer; (v) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (vi) Any natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (vii) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in section 30.506(b)(2)(ii); and (viii) Any entity in which all of the equity owners are accredited investors. (d) The Subscriber is able to bear the economic risk of an investment in the securities for an indefinite period of time, can afford to risk the loss of the entire investment in the securities, and will, after making an investment in the securities, have sufficient means of providing for current needs and possible future contingencies without reliance upon this investment. Additionally, the Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to the Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive. (e) The Subscriber understands and acknowledges that the securities are being offered and sold in reliance upon an exemption from registration under Sections 4(2), 4(6) and/or Rule 506 of Regulation D under the Securities Act of 1933 (the “Act”), and are therefore subject to the limitations on resale pursuant to Rule 144. Further the subscriber understands the securities subscribed for herein are being acquired for the SubscriberSubscribrer’s own account and risk, and not on behalf of any other person and are being purchased by the subscriber for investment and not with a view to the distribution of the securities. The Subscriber is aware that although there are no legal restrictions on the transferability of the securities, the subscriber must register the securities or have an exemption from registration before the Subscriber may resell the securities. Further the Subscriber understands, there is presently either a very limited or no public market for the securities and no assurance of a future public market for the securities, and, accordingly, it is unlikely that the Subscriber will be readily able to liquidate an investment in the securities.

Subscriber Representations. The Subscriber hereby represents, warrants and agrees that: (a) 3.1. The Subscriber has had an opportunity to ask questions and receive information from the Company. (b) 3.2. The Subscriber’s representations in this Agreement are complete and accurate to the best of the Subscriber’s knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares. (c) 3.3. The Subscriber is an “accredited investor” as defined by Regulation D as set forth below; . 3.3.1. According to Rule 501(a) of Regulation D, “accredited investor” means any person who comes within any of the following categories, or who the Issuer reasonable believes comes within any of the following categories, at the time of the sale of the Shares to that person: (i) 3.3.1.1. Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a State or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (ii) 3.3.1.2. Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (iii) 3.3.1.3. Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (iv) 3.3.1.4. Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of that issuer; (v) 3.3.1.5. Any natural person whose individual net worth, or joint net worth with that person's ’s spouse, at the time of his purchase exceeds $1,000,000; (vi) 3.3.1.6. Any natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with that person's ’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (vii) 3.3.1.7. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in section 30.506(b)(2)(ii); and (viii) 3.3.1.8. Any entity in which all of the equity owners are accredited investors. (d) 3.4. The Subscriber is able to bear the economic risk of an investment in the securities for an indefinite period of time, can afford to risk the loss of the entire investment in the securities, and will, after making an investment in the securities, have sufficient means of providing for current needs and possible future contingencies without reliance upon this investment. Additionally, the Subscriber’s overall commitment to investments which that are not readily marketable is not disproportionate to the Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive. (e) 3.5. The Subscriber understands and acknowledges that the securities are being offered and sold in reliance upon an exemption from registration under Sections 4(2), Section 4(6) and/or Rule 506 of Regulation D under the Securities Act of 1933 (the hereinafter “Securities Act”), and are therefore subject to the limitations on resale pursuant to Rule 144. Further the subscriber Subscriber understands the securities subscribed for herein are being acquired for the Subscriber’s own account and risk, and not on behalf of any other person and are being purchased by the subscriber Subscriber for investment and not with a view to the distribution of the securities. The Subscriber is aware that although there are no legal restrictions on the transferability of the securities, the subscriber Subscriber must register the securities or have an exemption from registration before the Subscriber may resell the securities. Further the Subscriber understands, there is presently a very limited public market for the securities and no assurance of a future public market for the securities, and, accordingly, it is unlikely that the Subscriber will be readily able to liquidate an investment in the securities. 3.6. The undersigned understands that the securities have not been registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the subject securities may, under certain circumstances, be inconsistent with this exemption and may make the undersigned an “underwriter” within the meaning of the Securities Act. It is understood that the definition of an “underwriter’’ focuses on the concept of “distribution” and that any subsequent disposition of the subject securities can only be affected in transactions that are not considered distributions. Generally, the term “distribution” is considered synonymous with “public offering” or any other offer or sale involving general solicitation or general advertising. Under present law, in determining whether a distribution occurs when securities are sold into the public market, under certain circumstances one must consider the availability of public information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic risk of their investment, an a limitation on the number of securities which the stockholder is permitted to sell and on the manner of sale, thereby reducing the potential impact of the sale on the trading markets. These criteria are set forth specifically in rule 144 promulgated under the Securities Act. After one year from the later of the date the securities are acquired from the Issuer or an affiliate of the Issuer and the full purchase price or other consideration is paid, all as calculated in accordance with rule 144(d), sales of the securities in reliance on rule 144 can only be made in limited amounts in accordance with the terms and conditions of that rule. After two years from the date the securities are fully paid for, as calculated in accordance with rule 144(d), it can generally be sold without meeting these conditions provided the holder is not (and has not been for the preceding three months) an affiliate of the issuer.

Subscriber Representations. The Subscriber hereby represents, warrants and agrees that: (a) The Subscriber has had an opportunity to ask questions and receive information from the Company. (b) The Subscriber’s representations in this Agreement are complete and accurate to the best of the Subscriber’s knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares. (c) The Subscriber is an “accredited investor” as defined by Regulation D as set forth below; According to Rule 501(a) of Regulation D, “accredited investor” means any person who comes within any of the following categories, or who the Issuer reasonable believes comes within any of the following categories, at the time of the sale of the Shares to that person: (i) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a State or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (ii) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (iii) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (iv) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of that issuer; (v) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (vi) Any natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (vii) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in section 30.506(b)(2)(ii); and (viii) Any entity in which all of the equity owners are accredited investors. (d) The Subscriber is able to bear the economic risk of an investment in the securities for an indefinite period of time, can afford to risk the loss of the entire investment in the securities, and will, after making an investment in the securities, have sufficient means of providing for current needs and possible future contingencies without reliance upon this investment. Additionally, the Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to the Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive. (e) The Subscriber understands and acknowledges that the securities are being offered and sold in reliance upon an exemption from registration under Sections 4(2), 4(6) and/or Rule 506 of Regulation D under the Securities Act of 1933 (the “Act”), and are therefore subject to the limitations on resale pursuant to Rule 144. Further the subscriber understands the securities subscribed for herein are being acquired for the Subscriber’s own account and risk, and not on behalf of any other person and are being purchased by the subscriber for investment and not with a view to the distribution of the securities. The Subscriber is aware that although there are no legal restrictions on the transferability of the securities, the subscriber must register the securities or have an exemption from registration before the Subscriber may resell the securities. Further the Subscriber understands, there is presently either a very limited or no public market for the securities and no assurance of a future public market for the securities, and, accordingly, it is unlikely that the Subscriber will be readily able to liquidate an investment in the securities.

Subscriber Representations. The Subscriber hereby represents, warrants and agrees that: (a) The Subscriber has had an opportunity to ask questions and receive information from the Company. (b) The Subscriber’s 's representations in this Agreement are complete and accurate to the best of the Subscriber’s 's knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares. (c) The Subscriber is an “"accredited investor” " as defined by Regulation D as set forth below; According to Rule 501(a) of Regulation D, “"accredited investor” " means any person who comes within any of the following categories, or who the Issuer reasonable believes comes within any of the following categories, at the time of the sale of the Shares to that person: (i) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a State or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (ii) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (iii) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (iv) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of that issuer; (v) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (vi) Any natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (vii) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in section 30.506(b)(2)(ii); and (viii) Any entity in which all of the equity owners are accredited investors. (d) The Subscriber is able to bear the economic risk of an investment in the securities for an indefinite period of time, can afford to risk the loss of the entire investment in the securities, and will, after making an investment in the securities, have sufficient means of providing for current needs and possible future contingencies without reliance upon this investment. Additionally, the Subscriber’s 's overall commitment to investments which are not readily marketable is not disproportionate to the Subscriber’s 's net worth and this Subscription will not cause such overall commitment to become excessive. (e) The Subscriber understands and acknowledges that the securities are being offered and sold in reliance upon an exemption from registration under Sections Section 4(2), 4(6) and/or Rule 506 of Regulation D under the Securities Act of 1933 (the “"Act”"), and are therefore subject to the limitations on resale pursuant to Rule 144. Further the subscriber understands the securities subscribed for herein are being acquired for the Subscriber’s 's own account and risk, and not on behalf of any other person and are being purchased by the subscriber for investment and not with a view to the distribution of the securities. The Subscriber is aware that although there are no legal restrictions on the transferability of the securities, the subscriber must register the securities or have an exemption from registration before the Subscriber may resell the securities. Further the Subscriber understands, there is presently a very limited public market for the securities and no assurance of a future public market for the securities, and, accordingly, it is unlikely that the Subscriber will be readily able to liquidate an investment in the securities.

Subscriber Representations. The Subscriber hereby represents, warrants and agrees that: (a) The Subscriber has had an opportunity to ask questions and receive information from the Company. (b) The Subscriber’s representations in this Agreement are complete and accurate to the best of the Subscriber’s knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares. (c) The Subscriber is an “"accredited investor” " as defined by Regulation D as set forth below; According to Rule 501(a) of Regulation D, “"accredited investor” " means any person who comes within any of the following categories, or who the Issuer reasonable reasonably believes comes within any of the following categories, at the time of the sale of the Shares to that person: (i) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a State or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (ii) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (iii) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (iv) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of that issuer; (v) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (vi) Any natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (vii) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in section 30.506(b)(2)(ii); and (viii) Any entity in which all of the equity owners are accredited investors. (d) The Subscriber is able to bear the economic risk of an investment in the securities for an indefinite period of time, can afford to risk the loss of the entire investment in the securities, and will, after making an investment in the securities, have sufficient means of providing for current needs and possible future contingencies without reliance upon this investment. Additionally, the Subscriber’s overall commitment to investments which that are not readily marketable is not disproportionate to the Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive. (e) The Subscriber understands and acknowledges that the securities are being offered and sold in reliance upon an exemption from registration under Sections 4(2), Section 4(6) and/or Rule 506 of Regulation D under the Securities Act of 1933 (the hereinafter “Securities Act”), and are therefore subject to the limitations on resale pursuant to Rule 144. Further the subscriber Subscriber understands the securities subscribed for herein are being acquired for the Subscriber’s own account and risk, and not on behalf of any other person and are being purchased by the subscriber Subscriber for investment and not with a view to the distribution of the securities. The Subscriber is aware that although there are no legal restrictions on the transferability of the securities, the subscriber Subscriber must register the securities or have an exemption from registration before the Subscriber may resell the securities. Further the Subscriber understands, there is presently a very limited public market for the securities and no assurance of a future public market for the securities, and, accordingly, it is unlikely that the Subscriber will be readily able to liquidate an investment in the securities.