Common use of Representations by the Undersigned Clause in Contracts

Representations by the Undersigned. The undersigned, for himself if purchasing in his individual capacity, or on behalf of an entity, represents and warrants as follows: a. The undersigned acknowledges that he has reviewed all of the corporate and financial records of the Company requested by him and to his complete satisfaction. The undersigned has been provided access to all information requested in evaluating his purchase of the Units. b. The undersigned, or the individual representing the undersigned entity, if applicable, has been given and has acted upon the opportunity to ask questions and receive answers from the president and chief financial officer of the Company relating to the corporate and financial records of the Company and to the terms and conditions of the Offering, and to obtain any additional information necessary to verify the accuracy of the information made available to him. c. The undersigned is purchasing the Units based solely upon an independent review of the books and records of the Company by the undersigned, or the individual representing the undersigned entity, if applicable. d. The Units for which the undersigned hereby subscribes will be acquired for the undersigned's own account for investment and not with the view toward resale or redistribution in a manner which would require registration under the Securities Act or any state securities law, and the undersigned does not now have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the undersigned to sell the Units, or the component parts thereof. e. The undersigned, or the individual representing the undersigned entity, if applicable, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Units or (if applicable) the undersigned and his Purchaser Representative together have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment. f. The Units, as well as the component parts thereof, will be restricted securities as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act. As a result, such Units, as well as the component parts thereof, will bear a restrictive legend and will be subject to certain requirements on resale, including a minimum holding period, limitations upon the amount and manner of sales, and certain notification requirements with the Securities and Exchange Commission. g. The undersigned recognizes that the Units, and the component parts thereof, have not been registered under the Securities Act of 1933, as amended (the "Act"), or under the securities laws of any state and, therefore, cannot be sold or otherwise transferred unless they are registered under the Act and applicable state securities laws or unless an exemption from registration is available. The undersigned has no right to require such registration, except as provided below. The undersigned recognizes that no public agency has passed upon the fairness of the terms of the Offering. h. The undersigned is an "Accredited Investor" as that term is defined Regulation D promulgated by the Securities and Exchange Commission. The undersigned, or the individual representing the undersigned entity, if applicable, has initialed below each of the categories which apply to the undersigned and has attached to this Subscription Agreement reasonable evidence of the undersigned's status as an "Accredited Investor." (Please indicate and initial all applicable categories) ____ (1) a 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;

Representations by the Undersigned. The undersigned, for himself if purchasing in his individual capacity, or on behalf of an entity, undersigned represents and warrants as follows: a. The undersigned is purchasing the Shares after being furnished a Private Placement Memorandum. b. The undersigned recognizes that the shares of Common Stock have not been registered under the Securities Act of 1933, as amended ("Act"), nor under the securities laws of any state and, therefore, cannot be resold unless registered under the Act or unless an exemption from registration is available; no public agency has passed upon the fairness of the terms of the offering; the undersigned may not sell the shares without registering them under the Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale; c. The undersigned is acquiring the Shares for his own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and he does not presently have any reason to anticipate any change in his circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his sale or distribution of the shares. No one other than the undersigned has any beneficial interest in said securities; d. The undersigned understands and acknowledges that he the undersigned has reviewed no right to require registration of resale of the securities purchased hereby under the Act or under any state securities laws. e. I alone or with my purchaser representative have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the prospective investment, or the issuer reasonably believes immediately prior to making any sale that such purchaser comes within this description or subparagraph f applies. f. The undersigned is an Accredited Investor. An Accredited Investor shall mean any person who comes within any of the following categories, or who the Company reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: 1. Any bank as defined in section 3(a)(2) of the Act or savings and loan association or other institution as defined in Section 3(a)(S)(A) of the Act whether acting in an individual or fiduciary capacity; brokers and dealers registered under 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; an employee benefit plan within the meaning of Title I 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, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000; 2. Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; 3. Any organization described in Section 50l(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 of more than $5,000,000; 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 a general partner of that issuer; 5. 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; 6. Any natural person who had an 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 that same level in the current year; 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 Rule 506(b)(2)(ii) of Regulation D; and 8. Any entity in which all of the corporate equity owners are Accredited Investors. g. The undersigned recognizes that the total amount of funds tendered to purchase the Shares is placed at the risk of the undersigned and may be completely lost. The undersigned understands that there can be no assurance of profitable operations. The purchase of Shares as an investment involves numerous risks; h. The undersigned realizes that the Shares cannot readily be sold, that it may not be possible to sell or dispose of the Shares and therefore the Shares must not be purchased unless the undersigned has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the undersigned can provide for current needs and possible personal contingencies; i. The undersigned confirms and represents that the undersigned is able (i) to bear the economic risk of his investment, (ii) to hold the securities for an indefinite period of time, and (iii) to afford a complete loss of the undersigned's investment. The undersigned also represents that the undersigned has (i) adequate means of providing for the undersigned's current needs and possible personal contingencies, and (ii) no need for liquidity in this particular investment; j. The undersigned understands that there are substantial restrictions on the transferability of the component parts of the Shares and that any certificate or other document evidencing the component parts of the Shares will have substantially the following restrictive legend thereon: "The securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended ("Act") or the securities laws a/any state. Such securities may not be sold, pledged, hypothecated or otherwise transferred at any time except upon registration or upon delivery to the Company of an opinion of counsel satisfactory to the Company that such registration is not required or evidence satisfactory to the Company that any such transfer will not violate the Act or the securities laws a/any state." k. If the undersigned is a resident of Pennsylvania, the undersigned agrees not to sell the Shares for a period of 12 months from the date of purchase. The undersigned further acknowledges that a legend will be placed on any certificate evidencing such Shares restricting its transferability for 12 months from the date of purchase, and that the Company will provide its transfer agent with appropriate stop transfer instructions. l. All information which the undersigned has provided to the Company concerning the undersigned's financial position and knowledge of financial and business matters is correct and complete as of the date set forth herein, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, the undersigned will immediately provide the Company with such information; m. The undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned's professional legal, tax and financial advisors and the undersigned's purchaser representative(s), if any, the suitability of an investment in the Company for the undersigned's particular tax and financial situation and the undersigned and the undersigned's advisors or the undersigned's purchaser representative(s), if any, have determined that the investment is a suitable investment for the undersigned, n. The undersigned understands that the books and records of the Company requested by him and to his complete satisfaction. will be available upon reasonable notice for inspection during reasonable business hours at the Company's place of business; o. The undersigned has been provided access to all information requested in evaluating his purchase of the Units. b. The undersigned, or the individual representing the undersigned entity, if applicable, has been given presented with and has acted upon the opportunity to ask questions and receive answers from the president and chief financial officer of the Company relating to the corporate and financial records of the Company and to the terms and conditions of the Offering, and offering in order to obtain any additional information necessary to verify the accuracy of the information made available to him.; c. p. The undersigned has not become aware of the offering of Shares by any form of general solicitation or advertising, including, but not limited to advertisements, articles, notices or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio or any seminar or meeting where those individuals that have attended have been invited by any such or similar means of general solicitation or advertising; and q. The undersigned is purchasing the Units based solely upon an independent review a bona fide resident of the books and records of the Company by the undersigned, or the individual representing the undersigned entity, if applicable. d. The Units for which the undersigned hereby subscribes will be acquired for the undersigned's own account for investment and not with the view toward resale or redistribution state set forth as his "residence address" in a manner which would require registration under the Securities Act or any state securities lawthis Subscription Agreement, and the undersigned does not now have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the undersigned to sell the Units, or the component parts thereof. e. The undersigned, or the individual representing the undersigned entity, if applicable, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Units or (if applicable) the undersigned and his Purchaser Representative together have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment. f. The Units, as well as the component parts thereof, will be restricted securities as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act. As a result, such Units, as well as the component parts thereof, will bear a restrictive legend and will be subject to certain requirements on resale, including a minimum holding period, limitations upon the amount and manner of sales, and certain notification requirements with the Securities and Exchange Commission. g. The undersigned recognizes that the Units, and the component parts thereof, have not been registered under the Securities Act of 1933, as amended (the "Act"), or under the securities laws of any state and, therefore, cannot be sold or otherwise transferred unless they are registered under the Act and applicable state securities laws or unless an exemption from registration is available. The undersigned has no right to require such registration, except as provided below. The undersigned recognizes that no public agency has passed upon the fairness of the terms of the Offering. h. The undersigned is an "Accredited Investor" as that term is defined Regulation D promulgated by the Securities and Exchange Commission. The undersigned, or the individual representing the undersigned entity, if applicable, has initialed below each of the categories which apply to the undersigned and has attached to this Subscription Agreement reasonable evidence of the undersigned's status as an "Accredited Investor." (Please indicate and initial all applicable categories) ____ (1) if a bank as defined in section 3(a)(2) of the Actcorporation, partnership, trust, or any savings other form of business organization, it has its principal office within such state; (ii) if an individual, he has his principal residence in such state; and loan association (iii) if a corporation, partnership, trust, or other institution as defined form of business organization which was organized for the specific purpose of acquiring the Shares in section 3(a)(5)(A) the Company, all of the Act whether acting in its individual or fiduciary capacity;beneficial owners are residents of such state.