Common use of Subscriber Representations Clause in Contracts

Subscriber Representations. (a) The Subscriber is acquiring the Subscription Shares (and the shares of the Company's common stock, $.001 par value per share (the "Common Stock"), issuable upon conversion thereof) for its own account for investment and not with a view to, or for sale in connection with, any public distribution thereof in violation of the Securities Act of 1933, as amended ("Securities Act"). The Subscriber understands that none of the Subscription Shares have been (nor will the shares Common Stock issuable upon conversion thereof be) registered for sale under the Securities Act, or the securities or similar laws of any foreign, state or other jurisdiction, or qualified under applicable state securities laws and that the Subscription Shares are being offered and sold to the Subscriber in reliance on exemptions therefrom based, in part, upon the representations, warranties, covenants and agreements of the Subscriber contained in this Agreement. The Subscriber understands that it must bear the economic risk of its investment in the Company for an indefinite period of time, as the Subscriber cannot sell the Subscription Shares (or the shares of the Common Stock issuable upon conversion thereof) unless they are subsequently registered under the Securities Act and qualified under state securities laws, or unless an exemption from such registration and qualification is available. (b) The Subscriber has carefully read and fully considered all disclosures contained in the Company's Annual Report on Form 10KSB for the year ended December 31, 2001 and all reports filed under the Securities Exchange Act of 1934, as amended, since then as provided upon request by the Company or available on the U.S. Securities and Exchange Commission XXXXX database at xxx.xxx.xxx. The Subscriber understands that an investment in the Subscription Shares (and the shares of Common Stock issuable upon conversion thereof) is a speculative investment with a high degree of risk of loss, and there are substantial restrictions on the transferability of the Subscription Shares (and the shares of Common Stock issuable upon conversion of thereof). (c) The Subscriber acknowledges that only a limited public market for the securities of the Company, including the Subscription Shares, presently exists. The Subscriber acknowledges that a legend will be placed on the certificates representing the Subscription Shares (and the shares of Common Stock issuable upon conversion thereof) that will restrict the transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof). The Subscriber recognizes that the Company is a speculative venture involving significant financial risk, and the Subscriber can bear the economic risk of losing the Subscriber's entire investment in the Subscription. The Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to the Subscriber's net worth and an investment in the Subscription Shares will not cause the Subscriber's overall commitment to become excessive. The Subscriber is familiar with the nature of, and risks attendant to, investments in securities of the type being subscribed for and has determined that the purchase of Subscription Shares is consistent with the Subscriber's investment objectives. (d) The Subscriber and its advisors, if any, are satisfied that the Subscriber has received adequate information with respect to all matters which it or its advisors, if any, consider material to the Subscriber's decision to make this investment in the Subscription Shares. The Subscriber has the requisite knowledge and experience in financial, tax and business matters and, in particular, investments in securities, to evaluate the merits and risks of this investment to make an informed investment decision with respect thereto and to protect the Subscriber's interests in connection with this transaction. (e) The transactions contemplated by this Agreement are not part of a plan or scheme on the part of the Subscriber, any of its affiliates or any person acting on its or their behalf to evade the registration requirements of the Securities Act. The Subscriber confirms that the Subscription Shares were not offered to the Subscriber by any means of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio. (f) The undersigned meets the requirements of at least one of the suitability standards for an "accredited investor," as such term is defined in Regulation D of the Rules and Regulations promulgated under the Securities Act. (g) The undersigned is a director of the Company and is intimately familiar with the financial position of the Company as well as all matters pertaining to the operations and prospects of the Company. (h) No representations or warranties have been made to the undersigned by the Company or by any agent, employee, or affiliate of the Company, and in entering into this transaction the undersigned is not relying upon any information, other than the results of independent investigation by the undersigned. (i) The undersigned has carefully reviewed the jurisdictional notices listed below and agrees to abide by any restrictions contained therein applicable to the undersigned.