Common use of Investment Representations and Warranties Clause in Contracts

Investment Representations and Warranties. 4.3.1 The Shares, the Warrant and any Warrant Shares which are acquired by the Investor hereunder will be acquired by it hereunder for its own account, for investment and not with a view to the distribution thereof, nor with any present intention of distributing the same. The Investor further understands the transfer restrictions on the Shares, the Warrant and the Warrant Shares hereof in the event the Investor desires to transfer any of its Shares, the Warrant or any Warrant Shares. 4.3.2 The Investor understands that, except as provided in Section 5 hereof, any Shares and the Warrant acquired by it hereunder have not been, and the Warrant Shares will not be, registered under the Securities Act or registered or qualified under any state securities or "blue-sky" laws, by reason of their issuance in a transaction exempt from the registration and/or qualification requirements thereof, and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under any applicable state securities or "blue-sky" laws or is exempt from registration and/or qualification. 4.3.3 The Investor understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Investor) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. 4.3.4 The Investor acknowledges that it has met with representatives of the Company and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Shares, the Warrant and the Warrant Shares, and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters and with respect to such investments as to enable the Investor to understand and evaluate the risks of such investment and form an investment decision with respect thereto. 4.3.5 The Investor has no need for liquidity in its investment in the Company, and is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. 4.3.6 The Investor is an "accredited investor" as such term is defined in Rule 501 (the provisions of which are known to the Investor) promulgated under the Securities Act. 4.3.7 The Investor has not been formed solely for the purpose of effecting its investment hereunder. 4.3.8 The Investor acknowledges that the securities laws and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information of publicly traded companies.

Investment Representations and Warranties. 4.3.1 The (i) Such Purchaser has determined that the Class B Convertible Preference Shares and Class B-1 Convertible Preference Shares are a suitable investment for such Purchaser. Such Purchaser is acquiring the Class B Convertible Preference Shares and Class B-1 Convertible Preference Shares, as applicable, pursuant to the Warrant and any Warrant Shares which are acquired by the Investor hereunder will be acquired by it hereunder Class B Preference Issuance for its own account, for investment and not account with a view to the distribution thereof, nor with any present intention of distributing holding such securities for purposes of investment, and has no intention of selling such securities in a public distribution in violation of the same. The Investor further understands federal securities Laws or any applicable state securities Laws; provided, that nothing contained herein shall prevent such Purchaser and subsequent holders of the transfer restrictions on Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares from transferring such securities in compliance with the Sharesprovisions of the A&R Memorandum and Articles of Association, the Warrant A&R Shareholders Agreement and the Warrant Shares hereof in the event the Investor desires to transfer any of its Shares, the Warrant or any Warrant Sharesapplicable securities Laws. 4.3.2 The Investor (ii) Such Purchaser acknowledges and understands that, except as provided in Section 5 hereof, any that the Class B Convertible Preference Shares and Class B-1 Convertible Preference Shares are characterized as “restricted securities” under the Warrant federal securities Laws inasmuch as they are being acquired by it hereunder have from the Company in a transaction not beeninvolving a public offering, and the Warrant Shares will not be, registered such securities may be resold without registration under the Securities Act or registered or qualified under any state securities or "blue-sky" laws, by reason of their issuance only in a transaction certain limited circumstances exempt from the registration and/or qualification requirements thereof, and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under any applicable state securities or "blue-sky" laws or is exempt from registration and/or qualificationsuch registration. 4.3.3 The Investor understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Investoriii) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. 4.3.4 The Investor acknowledges that it has met with representatives of the Company and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Shares, the Warrant and the Warrant Shares, and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters and with respect to such investments as to enable the Investor to understand and evaluate the risks of such investment and form an investment decision with respect thereto. 4.3.5 The Investor has no need for liquidity in its investment in the Company, and is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. 4.3.6 The Investor Such Purchaser is an "“accredited investor" ” as such term is defined in Rule 501 (the provisions of which are known to the Investor) Regulation D promulgated under the Securities Act. 4.3.7 (iv) To the extent waivable by Law, such Purchaser is not a “benefit plan investor,” as described below, as of the date hereof, and agrees to notify the Company immediately if such Purchaser becomes a “benefit plan investor.” The Investor has not been formed solely term “benefit plan investor” refers to: (A) any “employee benefit plan,” as defined in, and subject to the fiduciary responsibility provisions of, ▇▇▇▇▇, (B) any “plan,” as defined in and subject to Section 4975 of the Code, and (c) any entity (a “Plan Assets Entity”) deemed for the any purpose of effecting its investment hereunderERISA or Section 4975 of the Code to hold assets of any such employee benefit plans or plans due to investments made in such entity by already described benefit plan investors. “Benefit plan investors” include corporate pension and profit sharing plans, “simplified employee pension plans,” ▇▇▇▇▇ plans for self-employed individuals (including partners), individual retirement accounts, medical benefit plans, life insurance plans, church plans that have elected to be subject to ERISA, bank commingled trust funds or insurance company separate accounts for such plans and accounts, and, under certain circumstances, all or a portion of the general account of an insurance company. 4.3.8 The Investor acknowledges that the securities laws and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information of publicly traded companies.

Investment Representations and Warranties. 4.3.1 The Shares, Stockholder represents and warrants to Virata as follows: (a) Stockholder is acquiring the Warrant Virata Ordinary Shares and any Warrant the Series D Shares which are acquired by the Investor hereunder will be acquired by it hereunder for its his own account, account for investment purposes only and not with a view to the distribution thereofto, nor with any present intention of distributing the same. The Investor further understands the transfer restrictions on the Shares, the Warrant and the Warrant Shares hereof or for resale in the event the Investor desires to transfer any of its Shares, the Warrant or any Warrant Shares. 4.3.2 The Investor understands that, except as provided in Section 5 hereofconnection with, any Shares and the Warrant acquired by it hereunder have not been, and the Warrant Shares will not be, registered under distribution thereof in violation of the Securities Act (except that Stockholder intends to sell the Series D Shares in connection with the Closing to one or registered or qualified under any state securities or "blue-sky" lawsmore accredited investors (as defined below) acceptable to Virata, and which sale Virata acknowledges shall not constitute a breach of the representations and warranties of Stockholder in this Article III)); (b) by reason of their issuance his business or financial experience, Stockholder has the capacity to protect his own interests in a transaction exempt from connection with the registration and/or qualification requirements thereof, and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under any applicable state securities or "blue-sky" laws or is exempt from registration and/or qualification. 4.3.3 The Investor understands that the exemption from registration afforded transactions contemplated by Rule 144 (the provisions of which are known to the Investor) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. 4.3.4 The Investor acknowledges that it has met with representatives of the Company and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Shares, the Warrant and the Warrant Shares, and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters and with respect to such investments as to enable the Investor to understand and evaluate the risks of such investment and form an investment decision with respect thereto. 4.3.5 The Investor has no need for liquidity in its investment in the Company, this Agreement and is able to bear the economic risk risks of an investment in the Virata Ordinary Shares and the Series D Shares; (c) Stockholder understands that no public market now exists for the Virata Ordinary Shares or the Series D Shares and that no public market may ever exist for the Virata Ordinary Shares or the Series D Shares; (d) Stockholder has been advised that the Virata Ordinary Shares and the Series D Shares are deemed "restricted securities" as that term is defined in Rule 144 promulgated under the Securities Act, that the exemption from registration under Rule 144 as currently in effect will not be available in any event for at least one year from the date of issuance, and even then will not be available unless a public trading market then exists for the Virata Ordinary Shares or the Series D Shares, adequate information concerning Virata is then available to the public, and other terms and conditions of Rule 144 are complied with, and that any sale of the Virata Ordinary Shares or the Series D Shares may be made by the Stockholder only in accordance with such investment for an indefinite period terms and to afford a complete loss thereof. 4.3.6 The Investor conditions; and (e) Stockholder is an "accredited investor" as such term is defined in within the meaning of Rule 501 (the provisions 501(a) of which are known to the Investor) Regulation D promulgated under the Securities Act. 4.3.7 The Investor has not been formed solely for the purpose of effecting its investment hereunder. 4.3.8 The Investor acknowledges that the securities laws and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information of publicly traded companies.

Investment Representations and Warranties. 4.3.1 The Shares, 5.5.1 Holder is acquiring the Warrant and any Warrant Shares which are acquired by the Investor hereunder will be acquired by it hereunder Interests pursuant to this Agreement for its Holder’s own account, for investment and not with a view to the distribution thereof, nor with any present intention of distributing the same. The Investor further understands the transfer restrictions on the Shares, the Warrant and the Warrant Shares hereof in the event the Investor desires to transfer any of its Shares, the Warrant or any Warrant Shares. 4.3.2 The Investor 5.5.2 Holder understands that, except as provided in Section 5 hereof, any Shares and that the Warrant acquired by it hereunder Interests have not been, and the Warrant Shares will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), or registered or qualified under the securities laws of any state securities or "blue-sky" lawsstate, by reason of their issuance and are being issued in a transaction exempt from the registration and/or qualification requirements thereofof the Securities Act and the rules and regulations thereunder, and that they the Interests must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under any applicable state securities or "blue-sky" laws or is exempt from registration and/or qualificationregistration. The Interests have not been approved or disapproved by the Securities Exchange Commission, any state securities commission or any other regulatory authority. 4.3.3 The Investor understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Investor) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. 4.3.4 The Investor acknowledges that it 5.5.3 Holder has met with representatives of the Company and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Shares, the Warrant and the Warrant Shares, and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters and with respect to such investments in securities of privately held companies generally, and specifically Parent, as to enable the Investor Holder to understand and evaluate the risks of such investment and form an investment decision with respect thereto. Holder has relied only on his own tax advisor, and not Parent, JLL Fund V, the Company, or any of their respective advisors, with respect to the federal, state, local, foreign and other tax consequences arising from such Holder’s acquisition, ownership and disposition of the Interests. 4.3.5 The Investor 5.5.4 Holder (i) has been advised and understands that no public market now exists for the Interests and that a public market may never exist for the Interests, (ii) has no need for liquidity in its investment in the CompanyParent, and (iii) is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereofthereof and (iv) understands all of the risks associated with the acquisition of the Interests and may sustain a loss of Holder’s entire investment. 4.3.6 The Investor is an "accredited investor" as such term is defined in Rule 501 (5.5.5 Holder agrees that the provisions of which are known Interests will be subject to the Investor) promulgated under terms and conditions of the Securities ActParent LLC Agreement. 4.3.7 The Investor has not been formed solely for the purpose of effecting its investment hereunder. 4.3.8 The Investor acknowledges that the securities laws and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information of publicly traded companies.

Investment Representations and Warranties. 4.3.1 ACM hereby represents and warrants to ART and ARLP as follows: a. The Shares, Partnership Units and the Warrant and any Warrant Shares which are acquired by the Investor hereunder will Warrants to be acquired by it hereunder ACM are being acquired for its ACM's own account, for investment and not account with a view to the distribution thereof, nor with any present intention of distributing the same. The Investor further understands the transfer restrictions on the Sharesholding such interests for purposes of investment, the Warrant and the Warrant Shares hereof ACM has no intention of selling such interests in the event the Investor desires to transfer any of its Shares, the Warrant or any Warrant Shares. 4.3.2 The Investor understands that, except as provided in Section 5 hereof, any Shares and the Warrant acquired by it hereunder have not beena public distribution, and the Warrant Shares Partnership Units and the Warrants will not bebe disposed of in contravention of the Securities Act of 1933, as amended (the "Act"), or any applicable state securities laws. No other person will have any direct or indirect (other than through the ownership of a direct or indirect interest in ACM) beneficial interest in or right to the Partnership Units or Warrants purchased hereunder; b. ACM understands that the Partnership Units and Warrants have not been registered under the Act or any state securities laws by reason of specific exemptions under the provisions thereof, the availability of which depend in part upon the bona fide nature of ACM's investment intent and upon the accuracy of ACM's representations made in this Section 6. ACM understands that the Partnership Units and the Warrants have not been approved or disapproved by the Securities and Exchange Commission or by any other federal or state agency. ACM understands that ARLP is relying upon the representations and agreements contained in this Section 6 for the purpose of determining whether this transaction meets the requirements for such exemptions under the Act and any state securities laws; c. ACM understands that the Partnership Units and Warrants are "restricted securities" under the applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission provide in substance that ACM may dispose of the Partnership Units and the Warrants only pursuant to an effective registration statement under the Securities Act or registered or qualified under any state securities or "blue-sky" laws, by reason of their issuance in a transaction exempt from the registration and/or qualification requirements thereofan exemption therefrom, and ACM understands that they must be held indefinitely unless ARLP has no current obligation or intention to register the Partnership Units or the Warrants. ACM also understands that no public market exists for any of the securities issued by ARLP and that ARLP has no obligation to ensure that a subsequent disposition thereof is registered broad public market will exist for securities of ARLP. Accordingly, ACM understands that under the rules of the Securities Act or registered or qualified under any applicable state securities or "blue-sky" laws or is and Exchange Commission, ACM may only dispose of the Partnership Units and the Warrants in transactions that are exempt from registration and/or qualification. 4.3.3 The Investor under the Act. As a consequence of all of the foregoing, ACM understands that it must bear the exemption from registration afforded by economic risk of the investment in the Partnership Units and the Warrants for an indefinite period of time; d. ACM is an "accredited investor "as that term is defined in Rule 144 (the provisions of which are known to the Investor501(a) promulgated under the Securities Act depends on Act. ACM was not formed solely for making an investment in the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. 4.3.4 The Investor Partnership Units or Warrants. ACM acknowledges that an investment in the Partnership Units and the Warrants is not recommended for investors who have any need for a current return on this investment or who cannot bear the risk of losing their entire investment. ACM acknowledges that: (i) it has met with representatives adequate means of the Company providing for its current needs and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Shares, the Warrant and the Warrant Shares, and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters and with respect to such investments as to enable the Investor to understand and evaluate the risks of such investment and form an investment decision with respect thereto. 4.3.5 The Investor has no need for liquidity in its investment in the Company, and this investment; (ii) it is able to bear the economic risk of such investment for an indefinite period this investment; (iii) it is able to hold the Partnership Units and the Warrants indefinitely; and (iv) it is able to afford a complete loss thereof.of this investment; 4.3.6 The Investor e. ACM either (i) has a preexisting personal or business relationship with ARLP or (ii) by reason of its business or financial experience, or by reason of the business or financial experience of its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by ARLP or any affiliate or selling agent of ARLP, ACM is capable of evaluating the risks and merits of an "accredited investor" as such term is defined investment in Rule 501 (the provisions Partnership Units and the Warrants and of which are known protecting its own interests in connection with the investment and investment commitment pursuant to this Agreement; and f. ACM has been given the opportunity to perform its own due diligence, investigation of the business, operations, assets, liabilities and financial condition of ARLP, including access to the Investor) promulgated under records and books of ARLP. ACM has had an opportunity to ask questions of and receive answers from ARLP concerning the Securities Actbusiness and assets of ARLP in a manner deemed appropriate by ACM. 4.3.7 The Investor has not been formed solely for the purpose of effecting its investment hereunder. 4.3.8 The Investor acknowledges that the securities laws and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information of publicly traded companies.

Investment Representations and Warranties. 4.3.1 CIT Holding hereby represents and warrants to the Company as follows: (a) The Shares, the Warrant and any Warrant Shares which are acquired by the Investor hereunder will Common Stock to be acquired by it hereunder CIT Holding is being acquired for its CIT Holding’s own account, for investment and not account with a view to the distribution thereof, nor with any present intention of distributing the same. The Investor further understands the transfer restrictions on the Sharesholding such interests for purposes of investment, the Warrant and the Warrant Shares hereof CIT Holding presently has no intention of selling such interests in the event the Investor desires to transfer any of its Shares, the Warrant or any Warrant Shares. 4.3.2 The Investor understands that, except as provided in Section 5 hereof, any Shares and the Warrant acquired by it hereunder have not beena public distribution, and the Warrant Shares Common Stock will not bebe disposed of in contravention of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws. (b) CIT Holding understands that the shares of Common Stock have not been registered under the Act or any state securities laws by reason of specific exemptions under the provisions thereof, the availability of which depend in part upon the bona fide nature of CIT Holding’s investment intent and upon the accuracy of CIT Holding’s representations made in this Section 9. (c) CIT Holding understands that the shares of Common Stock are “restricted securities” under the applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission provide in substance that CIT Holding may dispose of the Common Stock only pursuant to an effective registration statement under the Securities Act or registered or an exemption therefrom. (d) CIT Holding is a “qualified under any state securities or "blue-sky" laws, by reason of their issuance institutional buyer” as that term is defined in a transaction exempt from the registration and/or qualification requirements thereof, and that they must be held indefinitely unless a subsequent disposition thereof is registered Rule 144A under the Securities Act or registered or qualified under any applicable state securities or "blue-sky" laws or and an “accredited investor” as that term is exempt from registration and/or qualification. 4.3.3 The Investor understands that the exemption from registration afforded by defined in Rule 144 (the provisions of which are known to the Investor501(a) promulgated under the Securities Act depends on the satisfaction of various conditions and Act. CIT Holding acknowledges that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. 4.3.4 The Investor acknowledges that : (i) it has met with representatives adequate means of the Company providing for its current needs and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Shares, the Warrant and the Warrant Shares, and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters and with respect to such investments as to enable the Investor to understand and evaluate the risks of such investment and form an investment decision with respect thereto. 4.3.5 The Investor has no need for liquidity in its investment in the Company, and this investment; (ii) it is able to bear the economic risk of such investment for an indefinite period this investment; (iii) it is able to hold the Common Stock indefinitely; and (iv) it is able to afford a complete loss thereofof this investment. 4.3.6 The Investor is an "accredited investor" as such term is defined in Rule 501 (the provisions of which are known to the Investor) promulgated under the Securities Act. 4.3.7 The Investor has not been formed solely for the purpose of effecting its investment hereunder. 4.3.8 The Investor acknowledges that the securities laws and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information of publicly traded companies.

Investment Representations and Warranties. 4.3.1 The Shares, the Warrant (a) Any Shares and any Warrant Shares which are acquired by the Investor hereunder and any shares of Common Stock issuable upon conversion thereof will be acquired by it hereunder for its own account, for investment and not with a view to the distribution thereof, nor with any present intention of distributing the same. The Investor further understands the transfer restrictions on the Shares, the Warrant and the Warrant Shares hereof in the event the Investor desires to transfer any of its Shares, the Warrant or any Warrant Shares. 4.3.2 (b) The Investor understands that, except as provided in Section 5 hereof, that any Shares and the Warrant Shares acquired by it hereunder have not been, and the Warrant Shares any shares of Common Stock issuable upon conversion thereof will not be, registered under the Securities Act or registered or qualified under any state securities or "blue-sky" laws, by reason of their issuance in a transaction exempt from the registration and/or qualification requirements thereof, and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under any applicable state securities or "blue-sky" laws or is exempt from registration and/or qualification. 4.3.3 (c) The Investor understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Investor) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. 4.3.4 The (d) Without limitation of the Investor's rights under Section 11 or any of the representations and warranties of the Company contained herein, the Investor acknowledges that it the Investor has met with representatives of the Company and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Shares, the Warrant Shares and the Warrant SharesWarrant, and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters and with respect to such investments in securities of privately held companies as to enable the Investor to understand and evaluate the risks of such investment and form an investment decision with respect thereto. 4.3.5 (e) The Investor has no need for liquidity in its investment in the Company, and is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. 4.3.6 (f) The Investor is an "accredited investor" as such term is defined in Rule 501 (the provisions of which are known to the Investor) promulgated under the Securities Act. 4.3.7 (g) The Investor has not been formed solely for the purpose of effecting its investment hereunder. 4.3.8 The Investor acknowledges that the securities laws and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information of publicly traded companies.

Investment Representations and Warranties. 4.3.1 The Shares, Each BST US Holder represents and warrants to ITG as follows: (a) Such BST US Holder is acquiring the Warrant and any Warrant Shares which are acquired by the Investor hereunder will be acquired by it hereunder shares of Preferred Stock pursuant to this Agreement for its own account, for investment and not with a view to the distribution thereofthereof (within the meaning of the Securities Act of 1933, nor with any present intention as amended (the “Securities Act”)) in violation of distributing the same. The Investor further understands the transfer restrictions on the Shares, the Warrant and the Warrant Shares hereof in the event the Investor desires to transfer any of its Shares, the Warrant or any Warrant SharesSecurities Act. 4.3.2 The Investor (b) Such BST US Holder understands that, except as provided in Section 5 hereof, any Shares and that (i) the Warrant acquired by it hereunder shares of Preferred Stock have not been, and the Warrant Shares will not be, been registered under the Securities Act or registered or qualified under any state securities or "blue-sky" laws, laws and have been issued by reason of their issuance ITG in a transaction exempt from the registration and/or qualification requirements thereofthereof and will be “restricted securities” as defined in Rule 144 under the Securities Act, and that they must (ii) shares of Preferred Stock may not be held indefinitely sold unless a subsequent such disposition thereof is registered under the Securities Act or registered or qualified under any and applicable state securities or "blue-sky" laws or is exempt from registration and/or qualificationthereunder. 4.3.3 The Investor (c) Such BST US Holder further understands that the exemption from registration afforded by Rule 144 144, as promulgated under the Securities Act, upon a transfer of any shares of Preferred Stock or (the provisions of which are known to the Investor) promulgated under the Securities Act depends on the satisfaction of various conditions conditions, and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. 4.3.4 The Investor acknowledges that it has met with representatives of the Company and (d) Such BST US Holder has had and continues to have the opportunity (i) to ask propose questions to and to receive answers concerning information from the terms responsible parties at ITG and conditions of the offering of the Shares, the Warrant and the Warrant Shares, and (ii) to obtain any additional information which concerning ITG and its business that such BST US Holder deems relevant to make an informed decision as the Company possessed or could acquire without unreasonable effort or expenseinvestment made hereby. (e) Such BST US Holder is an “accredited investor” (as defined in Rule 501(a) promulgated pursuant to the Securities Act), and has generally such knowledge and experience in financial and business and financial matters and with respect to such investments as to enable the Investor to understand and evaluate the risks be capable of such investment and form evaluating an investment decision with respect thereto. 4.3.5 The Investor has no need for liquidity in its investment in the CompanyPreferred Stock, and is able has the ability to bear the economic risk risks of such investment for an indefinite period and to afford a complete loss thereofinvestment. 4.3.6 The Investor is an "accredited investor" as such term is defined in Rule 501 (the provisions of which are known to the Investor) promulgated under the Securities Act. 4.3.7 The Investor has not been formed solely for the purpose of effecting its investment hereunder. 4.3.8 The Investor acknowledges that the securities laws and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information of publicly traded companies.

Investment Representations and Warranties. 4.3.1 The Shares, (a) Such Investor will acquire the Warrant shares of New Series A Preferred Stock to be purchased by it and any Warrant Shares which are acquired by the Investor hereunder will be acquired by it hereunder shares of New Common Stock issuable upon conversion of such shares for its own account, for investment and not with a view to the distribution thereof, nor with any present intention of distributing the same. The Investor further understands Notwithstanding the transfer restrictions on the Sharesforegoing, the Warrant disposition of the shares of New Series A Preferred Stock (and the Warrant Shares hereof in shares of New Common Stock issued upon conversion thereof) will at all times remain within the event the Investor desires to transfer any control of its Shares, the Warrant or any Warrant Sharessuch Investor. 4.3.2 The (b) Such Investor understands that, except as provided in Section 5 hereof, any Shares and that the Warrant acquired shares of New Series A Preferred Stock to be purchased by it hereunder have not been, and the Warrant Shares any shares of New Common Stock issuable upon conversion of such shares (i) will not be, be registered under the Securities Act or registered or qualified under the securities laws of any state securities or "blue-sky" lawsstate, by reason of their issuance in a transaction exempt from the registration and/or or qualification requirements thereofof the Securities Act or such securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor's representations as expressed herein, and that they (ii) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under any applicable state securities or "blue-sky" laws or is exempt from registration and/or qualificationregistration. 4.3.3 The Investor understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Investorc) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. 4.3.4 The Investor acknowledges that it has met with representatives of the Company and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Shares, the Warrant and the Warrant Shares, and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters and with respect to such investments as to enable the Investor to understand and evaluate the risks of such investment and form an investment decision with respect thereto. 4.3.5 The Investor has no need for liquidity in its investment in the Company, and is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. 4.3.6 The Such Investor is an "accredited investor," as such term is defined in Rule 501 (the provisions of which are known to the such Investor) promulgated under the Securities Act. 4.3.7 The (d) Such Investor understands that no public market now exists for the shares of New Series A Preferred Stock (or the shares of New Common Stock issuable upon conversion thereof) and that no assurances whatsoever have been or can be given regarding the existence of such a public market at any time or at all. (e) Based on such Investor's knowledge, experience and skill in evaluating and investing in issues of securities derived from actual participation in financial, investment and business matters, such Investor is capable of evaluating the merits and risks of an investment in the shares of New Series A Preferred Stock and the suitability of such shares as an investment for such Investor. (f) Such Investor has not been formed solely for had an opportunity to discuss the purpose business, management and financial affairs of effecting its the Company and the terms and conditions of an investment hereunderin the shares of New Series A Preferred Stock with, and has had access to, the management of the Company. 4.3.8 The (g) Such Investor acknowledges is aware that no guarantees have been or can be made respecting the securities laws and state fiduciary laws impose certain obligations on persons who trade on future value, if any, of the shares of New Series A Preferred Stock (or divulge material non-public information the shares of publicly traded companiesNew Common Stock issuable upon conversion thereof) or the profitability or success of the business of the Company.

Investment Representations and Warranties. 4.3.1 The SharesShareholder understands and represents and warrants to, and agrees with, VCAT that: (a) The Shareholder understands that the terms of the Merger have not been reviewed by the U.S. Securities and Exchange Commission (the "SEC") or state securities authorities nor has such federal or state securities agencies passed on, or made any recommendation or endorsement of the VCAT Common. (b) The Shareholder acknowledges that, in making the decision to accept the VCAT Common as part of the Merger Consideration, he has relied solely upon independent investigations made by him and not upon any representations made by VCAT with respect to VCAT or the VCAT Common, except for the representations and warranties in this Agreement, except that the Shareholder has received, reviewed and relied upon (a) VCAT's Annual Report to Stockholders for the year ended June 30, 1999, (b) copies of VCAT's report on Form 10-KSB for the year ended June 30, 1999, VCAT's reports on Form 10-QSB for the quarters ended September 30, 1999 and December 31, 1999, and VCAT's definitive Proxy Statement dated October 28, 1999, each filed by VCAT pursuant to the Exchange Act, and all other filings, including filings on Form 8-K, by VCAT under the Exchange Act since September 30, 1999, which, together with any filings by VCAT under the Exchange Act after the date hereof and prior to the Closing, are defined as "Exchange Act Reports", and (c) any unaudited financial statements of VCAT provided to the Shareholder. (c) The Shareholder acknowledges and understands that the VCAT Common received by the Shareholder pursuant to the Merger has not been registered under the Securities Act and constitutes "restricted securities" under Rule 144(d) of the Securities Act, and will be issued in reliance on the exemptions for non-public offerings provided by Section 4(2) of the Securities Act, which exemption depends upon, among other things, the Warrant representations made and any Warrant Shares which are acquired information furnished by the Investor hereunder will Shareholder, including the bona fide nature of the Shareholder's investment intent as expressed herein. The Shareholder also understands that VCAT is relying upon the truth and accuracy of the representations, 11 warranties, agreements, acknowledgments and understandings of the Shareholder set forth herein in order to determine the applicability of such exemptions and the suitability of the Shareholder to acquire the VCAT Common. (d) The Shareholder acknowledges that the shares of VCAT Common issued in connection with the Merger may not be acquired by it hereunder resold publicly for its own accounta period of one year under Rule 144 unless the shares are registered with the SEC. The Shareholder accepts the risks of holding such shares indefinitely and the other risks set forth in the Exchange Act Reports. The Shareholder, together with his advisors, is capable of assessing the risks of an investment in VCAT Common and is fully aware of the economic risks thereof. The Shareholder acknowledges that VCAT's operating results have in the past and may in the current period and in future periods not meet the expectations of securities analysts and that failure to meet such expectations would be likely to have a Material Adverse Effect on the trading price of VCAT Common. (e) The Shareholder is receiving the shares of VCAT Common in the Merger for investment for such Shareholder's own account only, not as a nominee or agent, and not with a view to to, or for resale in connection with, any "distribution" thereof within the distribution thereofmeaning of the Securities Act, nor with any and the Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the samesame within the meaning of the Securities Act. By executing this Agreement, the Shareholder further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person with respect to any of the shares of the VCAT Common. The Investor further understands Shareholder has no current plan or intention to engage in a sale, exchange, transfer, distribution, redemption or reduction in any way of the transfer restrictions on Shareholder's risk of ownership by short sale or otherwise, or other disposition, directly or indirectly, of any of the Shares, the Warrant and the Warrant Shares hereof VCAT Common to be received by Shareholder in the event the Investor desires to transfer any of its Shares, the Warrant or any Warrant SharesMerger. 4.3.2 (f) The Investor understands that, except as provided in Section 5 hereof, any Shares Shareholder recognizes that VCAT has made available to him the opportunity to examine such additional documents from VCAT and the Warrant acquired by it hereunder have not beento ask questions of, and receive full answers from, VCAT concerning, among other things, VCAT, its financial condition, its management, its prior activities and any other information which the Warrant Shares will not be, registered under the Securities Act Shareholder considers relevant or registered or qualified under any state securities or "blue-sky" laws, by reason of their issuance appropriate in a transaction exempt from the registration and/or qualification requirements thereof, and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under any applicable state securities or "blue-sky" laws or is exempt from registration and/or qualification. 4.3.3 connection with entering into this Agreement. The Investor understands Shareholder further represents that the exemption from registration afforded oral information provided by Rule 144 (the provisions of which are known to the Investor) promulgated under the Securities Act depends on the satisfaction of various conditions and thatVCAT's management, if applicableany, Rule 144 may only afford has been consistent with the basis for sales under certain circumstances and only information set forth in limited amounts. 4.3.4 the Exchange Act Reports. The Investor acknowledges Shareholder represents that it has met with representatives of the Company and has had the an opportunity to ask questions and receive answers concerning from VCAT regarding the terms and conditions of the offering of the Shares, the Warrant and the Warrant Shares, and to obtain any additional information Merger in which the Company possessed or could acquire without unreasonable effort or expense, VCAT Common will be issued and that he has generally such knowledge and experience in received the information he requested regarding the business and financial matters and with respect to such investments as to enable the Investor to understand and evaluate the risks affairs of such investment and form an investment decision with respect theretoVCAT. 4.3.5 (g) The Investor has no need for liquidity in its investment in the Company, and Shareholder acknowledges that he (1) is able to bear the economic risk of such his investment in the VCAT Common, (2) is able to hold the VCAT Common for an indefinite period and to of time, (3) can afford a complete loss thereofof his investment in the VCAT Common; (4) has adequate means of providing for his current needs and possible personal contingencies and has no need for liquidity in this investment, and (e) has such knowledge and experience in financial or business matters that he is capable of evaluating the merits and risks of the investment in the VCAT Common. 4.3.6 (h) Without in any way limiting the representations set forth above, the Shareholder further agrees not to make any disposition of all or any portion of the VCAT Common or unless and until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (a) The Investor is Shareholder shall have notified VCAT of the proposed disposition and shall have furnished VCAT with a detailed statement of the circumstances surrounding the proposed disposition, and (b) if requested by VCAT, the Shareholder shall have furnished VCAT with an "accredited investor" as opinion of counsel, at VCAT's reasonable expense and reasonably satisfactory to VCAT, that such term is defined in Rule 501 (the provisions disposition will not require registration of which are known to the Investor) promulgated such shares under the Securities Act. 4.3.7 (i) The Investor has not been formed solely for Shareholder represents that at no time was he presented with or solicited by any general mailing, leaflet, public promotional meeting, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or general solicitation in connection with the purpose of effecting its investment hereunderMerger. 4.3.8 (j) The Investor Shareholder acknowledges that the securities laws certificates representing the VCAT Common shall contain the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY OTHER SECURITIES LAW; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACT AND ANY APPLICABLE SECURITIES LAWS, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND VCAT CATALYST INCORPORATED ("VCAT") SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF THE EXEMPTION REASONABLY SATISFACTORY TO VCAT (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VCAT)." (k) All information that Shareholder provides to VCAT hereunder concerning such Shareholder's financial position and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information knowledge of publicly traded companiesfinancial and business matters is correct and complete as of the date set forth above.

Investment Representations and Warranties. 4.3.1 The (a) Seller is an "accredited investor," as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (b) Seller understands that no U.S. Federal or state agency has passed on, or made any recommendation or endorsement of the VCAT Shares. (c) Seller acknowledges that, in making the decision to accept the VCAT Shares, Seller has relied solely upon independent investigations made by him or her and not upon any representations made by Purchaser with respect to the Warrant VCAT Shares, except for the representations and any Warrant warranties contained in this Agreement, except that Seller has received, reviewed and relied upon (i) Purchaser's Annual Report to Stockholders for the year ended December 31, 1998, (ii) copies of Purchaser's report on Form 10-K for the year ended December 31, 1998, (iii) Purchaser's definitive Proxy Statement dated April 29, 1999, (iv) Purchaser's Quarterly Reports for the Quarters Ended March 31, 1999, June 30, 1999 and September 30, 1999, and (v) Purchaser's Current Reports on Form 8-K dated March 12, 1998 and May 18, 1998, each filed by Purchaser pursuant to the Securities Exchange Act of 1934. (d) Seller understands that the VCAT Shares which are acquired by being offered and sold to Seller in reliance on specific exemptions from or non-application of the Investor hereunder will be acquired by it hereunder registration requirements of U.S. Federal and state securities laws and that Purchaser is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Seller set forth herein in order to determine the applicability of such exemptions and the suitability of Seller to acquire the VCAT Shares. (e) Seller is acquiring the VCAT Shares for its investment for Seller's own account, for investment not as nominee or agent, and not with a view to the resale or distribution of any part thereof, nor with any within the meaning of the Securities Act, and has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor further understands same within the transfer restrictions on the Shares, the Warrant and the Warrant Shares hereof in the event the Investor desires to transfer any meaning of its Shares, the Warrant or any Warrant Shares. 4.3.2 The Investor understands that, except as provided in Section 5 hereof, any Shares and the Warrant acquired by it hereunder have not been, and the Warrant Shares will not be, registered under the Securities Act Act. By executing this Agreement, Seller further represents that he or registered she does not have any contract, undertaking, agreement or qualified under arrangement with any state securities person to sell, transfer or "blue-sky" laws, by reason of their issuance in a transaction exempt from the registration and/or qualification requirements thereof, and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under any applicable state securities or "blue-sky" laws or is exempt from registration and/or qualification.grant participation to 4.3.3 The Investor understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Investorf) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. 4.3.4 The Investor acknowledges that it has met with representatives of the Company and Seller has had the an opportunity to ask questions and receive answers concerning from Purchaser regarding the terms and conditions of the offering of the Shares, VCAT Shares and Seller has received the Warrant and information they requested regarding the Warrant Shares, and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters and with respect to such investments as to enable the Investor to understand and evaluate the risks affairs of such investment and form an investment decision with respect theretoPurchaser. 4.3.5 The Investor (g) Seller has no need for liquidity in its investment in the Company, and is able financial ability to bear the economic risk of such its investment in the VCAT Shares, has adequate means of providing for an indefinite period his or her current needs and foreseeable future contingencies and has no need for liquidity with respect to afford a complete loss thereofinvestment in the VCAT Shares. 4.3.6 The Investor (h) Seller acknowledges that Seller has such knowledge and experience in financial or business matters that he or she is capable of evaluating the merits and risks of the investment. (i) Seller understands that the VCAT Shares are characterized as "restricted securities" under the U.S. Federal securities laws inasmuch as they are being acquired from Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, Seller represents that Seller is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (j) Without in any way limiting the representations set forth above or restricting the Sellers' ability to utilize Rule 144, Seller further agrees not to make any disposition of all or any portion of the VCAT Shares unless and until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (x) Seller shall have notified Purchaser of the proposed disposition and shall have furnished Purchaser with a detailed statement of the circumstances surrounding the proposed disposition, and (y) if requested by Purchaser, Seller shall have furnished Purchaser with an "accredited investor" as opinion of counsel, reasonably satisfactory to Purchaser, that such term is defined in Rule 501 (disposition will not require registration of the provisions of which are known to the Investor) promulgated VCAT Shares under the Securities Act. 4.3.7 The Investor has not been formed solely for (k) Seller knows of no public solicitation or advertisement in connection with the purpose offer or sale of effecting its investment hereunderthe VCAT Shares. 4.3.8 The Investor (l) Seller acknowledges that the securities laws and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information of publicly traded companiescertificates representing the Shares shall contain the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, 8 ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY STATE.

Investment Representations and Warranties. 4.3.1 (i) The SharesPurchaser hereby represents and warrants that, at the Warrant time such Purchaser was offered the Securities, it was, and as of the date hereof, it is, and on each date on which it exercises any Warrant Shares which are acquired by the Investor hereunder Pre-Funded Warrants, it will be acquired by it hereunder for (i) if an entity, a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act; (ii) if an individual, a “qualified purchaser” as that term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended, or, if not a qualified purchaser, an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act. The Purchaser has such knowledge and experience in financial and business matters as to be able to protect its own accountinterests in connection with an investment in the Securities and such Purchaser has had an opportunity to seek, for and has sought, such accounting, legal, business and tax advice as such Purchaser has considered necessary to make an informed investment and not with a view to the distribution thereof, nor with any present intention of distributing the samedecision. The Investor Purchaser further understands represents and warrants that (x) it is capable of evaluating the transfer restrictions on the Sharesmerits and risk of such investment, the Warrant and the Warrant Shares hereof (y) has exercised independent judgment in evaluating its participation in the event purchase of the Investor desires to transfer any Securities. The Purchaser understands and agrees that the offering and sale of its Shares, the Warrant or any Warrant Shares. 4.3.2 The Investor understands that, except as provided in Section 5 hereof, any Shares and the Warrant acquired by it hereunder have Securities has not been, and the Warrant Shares will not be, been registered under the Securities Act or registered or qualified under any state securities or "blue-sky" laws, by reason of their issuance in a transaction exempt from the registration and/or qualification requirements thereof, and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under any applicable state securities or "blue-sky" laws or and is exempt being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands and acknowledges that the purchase and sale of the Securities hereunder (i) meets the exemptions from registration and/or qualificationfiling under FINRA Rule 5123(b)(1) and (ii) if an individual, is not being “recommended” by the Placement Agents as defined under FINRA Rule 2111. 4.3.3 The Investor understands (ii) Each Purchaser that the exemption from registration afforded by Rule 144 is a legal entity hereby represents and warrants that either: (the provisions of which are known to the InvestorA) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. 4.3.4 The Investor acknowledges that it has met with representatives of the Company and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Shares, the Warrant and the Warrant Shares, and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters and with respect to such investments as to enable the Investor to understand and evaluate the risks of such investment and form an investment decision with respect thereto. 4.3.5 The Investor has no need for liquidity in its investment in the Company, and is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. 4.3.6 The Investor Purchaser is an "accredited investor" , as such term is defined in Rule 501 (the provisions of which are known 501(a)(3), Rule 501(a)(7), Rule 501(a)(9) or Rule 501(a)(12) under Regulation D promulgated pursuant to the Investor) promulgated under the Securities Act. 4.3.7 The Investor has , (y) each such Purchaser’s Investment is at least $1,000,000 (the “Entity Minimum Subscription Amount”), and (z) the Minimum Subscription Amount of each such Purchaser is not been formed solely financed in whole or in part by any third party for the specific purpose of effecting its making the particular investment hereundercontemplated by this Agreement; or (B) such Purchaser is an entity that is an accredited investor, as defined in Rule 501(a)(8) under Regulation D promulgated pursuant to the Securities Act, in which all of the equity owners are accredited investors, as defined in Rule 501(a)(3), Rule 501(a)(5), Rule 501(a)(6), Rule 501(a)(7), Rule 501(a)(9) or Rule 501(a)(12) under Regulation D promulgated pursuant to the Securities Act, (y) each such Purchaser’s equity owners have a minimum investment obligation to such Purchaser at least equal to at least $200,000 (if the equity owner is an individual) or Entity Minimum Subscription Amount (if the equity owner is a legal entity), as applicable (the “SPV Minimum Subscription Amount”), and (z) the Entity Minimum Subscription Amount of each such Purchaser and the SPV Minimum Subscription Amount of each such Purchaser’s equity owners is not financed in whole or in part by any third party for the specific purpose of making the particular investment contemplated by this Agreement. 4.3.8 The Investor acknowledges that the securities laws and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information of publicly traded companies.

Investment Representations and Warranties. 4.3.1 The Seller understands and represents and warrants for itself to, and agrees with, the Buyer that: a. The Seller understands that no U.S. federal or state agency has passed on, or made any recommendation or endorsement of the Shares. b. The Seller acknowledges that, in making the decision to accept (i) the Shares as part of the purchase price for the Assets, it has relied solely upon independent investigations made by it and not upon any representations made by the Buyer with respect to the Buyer or the Shares, except for the Warrant representations and any Warrant Shares which are acquired warranties in this Agreement, except that the Seller has received, reviewed and relied upon (i) the Buyer's Annual Report to Stockholders for the year ended December 31, 1997 and (ii) copies of the Buyer's report on Form 10-KSB for the year ended December 31, 1997, the Buyer's Current Report on Form 8-K dated March 12, 1998 (and the amendment to such Report filed on Form 8-K/A dated May 18, 1998), and the Buyer's definitive Proxy Statement dated April 30, 1998, each filed by the Investor hereunder will be acquired Buyer pursuant to the Exchange Act, which, together with any filings by the Buyer under the Exchange Act after the date hereof and prior to the Closing, are defined as "Exchange Act Reports." c. The Seller understands that the Shares are being offered and sold to it hereunder in reliance on specific exemptions from or non-application of the registration requirements of U.S. federal and state securities laws and that the Buyer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to acquire the Shares. d. The Seller is acquiring the Shares for its investment for such Seller's own account, for investment not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, nor with any within the meaning of the Securities Act, and the Seller has no present intention of selling, granting any participation in, or otherwise distributing the samesame within the meaning of the Securities Act. The Investor further understands the transfer restrictions on the SharesBy executing this Agreement, the Warrant and the Warrant Shares hereof in the event the Investor desires Seller further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person with respect to any of its Shares, the Warrant or any Warrant Shares. 4.3.2 e. The Investor understands that, except as provided in Section 5 hereof, any Shares and the Warrant acquired by it hereunder have not been, and the Warrant Shares will not be, registered under the Securities Act or registered or qualified under any state securities or "blue-sky" laws, by reason of their issuance in a transaction exempt from the registration and/or qualification requirements thereof, and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under any applicable state securities or "blue-sky" laws or is exempt from registration and/or qualification. 4.3.3 The Investor understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Investor) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. 4.3.4 The Investor acknowledges Seller represents that it has met with representatives of the Company and has had the an opportunity to ask questions and receive answers concerning from the Buyer regarding the terms and conditions of the offering of the Shares, Shares and that it has received the Warrant information it requested regarding the business and affairs of the Warrant Shares, Buyer. f. The Seller acknowledges that it is able to fend for itself and to obtain any additional information which bear the Company possessed or could acquire without unreasonable effort or expense, economic risk of its investment and has generally such knowledge and experience in financial or business matters that it is capable of evaluating the merits and financial matters and with respect to such investments as to enable the Investor to understand and evaluate the risks of such investment and form an investment decision with respect thereto. 4.3.5 The Investor has no need for liquidity in its the investment in the Company, and is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereofShares. 4.3.6 g. The Investor Seller understands that the Shares it is an acquiring are characterized as "accredited investorrestricted securities" under the U.S. federal securities laws inasmuch as they are being acquired from the Buyer in a transaction not involving a public offering and that under such term laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Seller represents that it is defined in familiar with Rule 501 (the provisions of which are known to the Investor) 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. 4.3.7 The Investor has h. Without in any way limiting the representations set forth above or restricting the Seller's ability to utilize Rule 144, the Seller further agrees not been formed solely for to make any disposition of all or any portion of the purpose of effecting its investment hereunder.Shares unless and until: 4.3.8 The Investor acknowledges that (i) There is then in effect a registration statement under the securities laws Securities Act covering such proposed disposition and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information of publicly traded companies.such disposition is made in accordance with such registration statement; or

Investment Representations and Warranties. 4.3.1 The SharesEach Stockholder severally represents and warrants to Buyer as follows: (a) Buyer Common Stock is being acquired for the Stockholder's own account and not as a nominee for any other person or entity, the Warrant and any Warrant Shares which are is being acquired by the Investor hereunder will be acquired by it hereunder for its own account, for investment and not with a view to to, or for resale in connection with, any distribution or public offering thereof within the distribution thereof, nor with any present intention meaning of distributing the same. The Investor further understands Securities Act or the transfer restrictions on the Shares, the Warrant and the Warrant Shares hereof state securities laws in the event the Investor desires jurisdiction in which such Stockholder resides, except pursuant to transfer any a registration as provided for in Section 5.1 of its Shares, the Warrant or any Warrant Sharesthis Agreement. 4.3.2 (b) The Investor Stockholder understands that, except as provided in Section 5 hereof, any Shares and the Warrant acquired by it hereunder have that Buyer Common Stock has not been, and the Warrant Shares will not be, been registered under the Securities Act or registered or qualified under any state securities or "blue-sky" laws, by reason of their its issuance in a transaction exempt from the registration and/or qualification and prospectus delivery requirements thereofof the Securities Act pursuant to Section 4(2) of the Securities Act (and is therefore "restricted" stock), that Buyer has no present intention of registering Buyer Common Stock except pursuant to Section 5.1 of this Agreement and that they the Stockholder must be held indefinitely unless therefore bear the economic risk of such investment until a subsequent disposition thereof is registered under the Securities Act pursuant to Section 5.1 of this Agreement or registered or qualified under any applicable state securities or "blue-sky" laws otherwise or is exempt from registration and/or qualificationregistration. 4.3.3 The Investor understands that (c) During the exemption from registration afforded by Rule 144 (the provisions of which are known to the Investor) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts. 4.3.4 The Investor acknowledges that it has met with representatives negotiation of the Company transactions contemplated herein, the Stockholder and has had the its purchaser representative and/or legal counsel have been afforded full and free access to corporate officers and have received copies of most recent filings on Form 10-K, Form 10-Q, and Form 8-K of Buyer, and have been afforded an opportunity to ask such questions of Buyer's officers, employees, agents, accountants and receive answers representatives concerning Buyer's business, operations, financial conditions, assets, liabilities and other relevant matters as they deem necessary or desirable, and have been given all such information, other than information of a commercially sensitive nature, as has been requested, in order to evaluate the terms merits and conditions risks of the offering of the Shares, the Warrant and the Warrant Shares, and to obtain any additional information which the Company possessed prospective investments contemplated herein. (d) The Stockholder has either alone or could acquire without unreasonable effort or expense, and has generally with its purchaser representative such knowledge and experience in financial and business matters that the Stockholder is capable of evaluating the merits and financial matters and with respect to such investments as to enable the Investor to understand and evaluate the risks of such investment the acquisition of Buyer Common Stock pursuant to the terms of this Agreement and form an investment decision with respect theretoof protecting the Stockholder's interests in connection therewith. 4.3.5 (e) The Investor has no need for liquidity in its investment in the Company, and Stockholder is able to bear the economic risk of such investment the exchange for an indefinite period and Buyer Common Stock pursuant to afford a complete loss thereofthe terms of this Agreement. 4.3.6 The Investor is an "accredited investor" as such term is defined (f) Each certificate representing the shares of Buyer Common Stock and any other securities issued in Rule 501 respect of the shares of Buyer Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with a legend in the following form (the provisions of which are known in addition to the Investorany legend required under applicable state securities law): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED (EXCEPT IF IN COMPLIANCE WITH RULE 144 UNDER SAID ACT) promulgated under the Securities ActIN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 4.3.7 The Investor has not been formed solely for the purpose of effecting its investment hereunder. 4.3.8 The Investor acknowledges that the securities laws and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information of publicly traded companies.

Investment Representations and Warranties. 4.3.1 Seller represents and warrants, on behalf of itself and each of the Principals to whom it shall designate that any HCCH Shares should be distributed under this Agreement (collectively, "Holder(s)") to Purchaser and HCCH that: (a) Each Holder is an "accredited investor" as that term is defined in Rule 501 promulgated under the Securities Act. (b) The Shares, HCCH Shares to be received upon consummation of the Warrant and any Warrant Shares which are acquired by the Investor hereunder transactions contemplated hereby will be acquired by it hereunder for its own account, for investment for an indefinite period for each Holder's own account and not with a view to the sale or distribution of any part thereof, nor with any and that Holders have no present intention of selling or otherwise distributing the same. The Investor further understands the Holders do not have any contract, undertaking, agreement or arrangement with any Person to sell or transfer restrictions on the Shares, the Warrant and the Warrant Shares hereof in the event the Investor desires to transfer such Person any of its Shares, the Warrant or any Warrant HCCH Shares. 4.3.2 The Investor (c) Each Holder understands that, except as provided in Section 5 hereof, any that the HCCH Shares are not and the Warrant acquired by it hereunder have not been, and the Warrant Shares will not be, may never be registered under the Securities Act or registered or qualified under any state on the ground that the sale provided for in this Agreement and the issuance of securities or "blue-sky" laws, by reason of their issuance in a transaction is exempt from the registration and/or qualification requirements provisions thereof, and that they must be held indefinitely the reliance by Purchaser and HCCH on such exemption is predicated on Seller's representations set forth herein. (d) Seller agrees, and shall cause each of the Principals who are designated Holder to agree, that in no event will any Holder make a disposition of any of the HCCH Shares, unless a subsequent disposition thereof is the HCCH Shares shall have been registered under the Securities Act Act, unless and until (i) Holder shall have notified HCCH of the proposed disposition, and (ii) Holder shall have furnished HCCH with an opinion of counsel reasonably satisfactory to HCCH or registered a "no action" or qualified interpretive letter from the Securities and Exchange Commission to the effect that such registration is not required under any applicable state securities the circumstances of such sale or "blue-sky" laws or is exempt from registration and/or qualificationtransfer. 4.3.3 The Investor (e) Each Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Holder's investment, has the ability to bear the economic risks of Holder's investment and has been furnished with and has had access to such information as would be made available in the form of a registration statement together with such additional information as is necessary to verify the accuracy of the information supplied and to have all questions which have been asked by Holders answered by or on behalf of HCCH. (f) Each Holder understands that if a registration statement covering the exemption from registration afforded by Rule 144 (the provisions of which are known to the Investor) promulgated HCCH Shares under the Securities Act depends on is not in effect when such Holder desires to sell any of the satisfaction HCCH Shares, Holder may be required to hold such HCCH Shares for an indeterminate period. Seller also acknowledges, and shall cause each Holder to acknowledge, that Holder understands that any sale of various conditions and that, if applicable, the HCCH Shares which might be made by Holder in reliance upon Rule 144 under the Securities Act may only afford the basis for sales under certain circumstances and be made only in limited amounts. 4.3.4 The Investor acknowledges that it has met amounts in accordance with representatives of the Company and has had the opportunity to ask questions and receive answers concerning the terms and conditions of that Rule. Each Holder has consulted with Seller's or Holder's own counsel regarding the offering terms of Rule 144 and the restrictions on sales of the Shares, the Warrant and the Warrant Shares, and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters and with respect to such investments as to enable the Investor to understand and evaluate the risks of such investment and form an investment decision with respect thereto. 4.3.5 The Investor has no need for liquidity in its investment in the CompanyHCCH Shares imposed thereby, and is able willing to bear accept the economic risk of such investment for an indefinite period and HCCH Shares pursuant to afford a complete loss thereof. 4.3.6 The Investor is an "accredited investor" as such term is defined in Rule 501 (the provisions of which are known this Agreement subject to the Investor) promulgated under the Securities Actlimitations of Rule 144. 4.3.7 The Investor has not been formed solely for the purpose of effecting its investment hereunder. 4.3.8 The Investor acknowledges that the securities laws and state fiduciary laws impose certain obligations on persons who trade on or divulge material non-public information of publicly traded companies.