Common use of Representations, Warranties and Covenants of the Investors Clause in Contracts

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor represents and warrants to, and covenants with, the Company that: (i) such Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision such as that involved in the purchase of the Shares and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents and the Certificate of Designation; (ii) such Investor acknowledges that the offering of the Shares pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the number of Shares set forth on its signature page hereto for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iv) such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, the rules and regulations thereunder and any applicable state securities or blue sky laws; (v) such Investor has completed or caused to be completed the Stock Certificate Questionnaire, attached hereto as APPENDIX I, and the answers thereto are true and correct as of the date hereof; (vi) such Investor has, in connection with its decision to purchase the number of Shares set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; (vii) such Investor has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that: (i) such the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing shares presenting an investment decision such as like that involved in the purchase of the Shares Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and understood considered all information it deems deemed relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents and the Certificate of DesignationUnits; (ii) such Investor acknowledges that the offering of the Shares pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the number of Shares Units set forth on in Annex I to the Agreement in the ordinary course of its signature page hereto business and for its own account for investment only and with no present intention of distributing any of such Shares Units or any arrangement or understanding with any other persons regarding the distribution of such SharesUnits, except in accordance with applicable securities law; (iviii) such the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations thereunder and any applicable state securities or blue sky lawspromulgated thereunder; (viv) such the Investor has completed or caused to be completed answered all questions in the Stock Certificate Questionnaire, attached hereto as APPENDIX I, Agreement for use in preparation of the Registration Statement and the answers thereto are true true, correct and correct complete in all material respects as of the date hereofhereof and will be true, correct and complete in all material respects as of the date of each Closing; and (viv) such the Investor has, in connection with its decision to purchase the number of Shares set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as Units set forth in Annex I to the Information Documents and Agreement, relied only upon the Exchange Act Documents, the representations and warranties of the Company contained herein; (vii) such herein and the Disclosure Schedules. Each Investor has had an opportunity to discuss this investment with representatives understands that its acquisition of the Company and ask questions of them and such questions have Units has not been answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated registered under the Securities ActAct or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Units.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally and not jointly represents and warrants to, and covenants with, the Company that: (i) such Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision such as that involved in the purchase of the Shares Securities and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the SharesSecurities, including, without limitation, the information contained in the Information Documents and the Certificate of DesignationDocuments; (ii) such Investor is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company; (iii) such Investor acknowledges that the offering of the Shares Securities pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iiiiv) such Investor is acquiring the number of Shares Securities set forth on its signature page hereto for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities; (ivv) such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act, the rules and regulations thereunder and any applicable state securities or blue sky laws; (vvi) such Investor has completed or caused to be completed the Stock Certificate Securities Questionnaire, attached hereto as APPENDIX I, and the answers thereto are true and correct as of the date hereof; (vivii) such Investor has, in connection with its decision to purchase the number of Shares Securities set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; and (viiviii) such Investor has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that: (i) such the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing shares presenting an investment decision such as like that involved in the purchase of the Shares Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and understood considered all information it deems deemed relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents and the Certificate of DesignationUnits; (ii) such Investor acknowledges that the offering of the Shares pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the number of Shares Units set forth on in Annex I to the Agreement in the ordinary course of its signature page hereto business and for its own account for investment only and with no present intention of distributing any of such Shares Units or any arrangement or understanding with any other persons regarding the distribution of such SharesUnits, except in accordance with applicable securities law; (iviii) such the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations thereunder and any applicable state securities or blue sky lawspromulgated thereunder; (viv) such the Investor has completed or caused to be completed answered all questions in the Stock Certificate Questionnaire, attached hereto as APPENDIX I, Agreement and the answers thereto are true true, correct and correct complete in all material respects as of the date hereofhereof and will be true, correct and complete in all material respects as of the date of each Closing; and (viv) such the Investor has, in connection with its decision to purchase the number of Shares set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as Units set forth in Annex I to the Information Agreement, relied only upon the Exchange Act Documents (which are incorporated herein by reference and which Investor acknowledges it has reviewed), the representations and warranties of the Company contained herein; (vii) such herein and the Disclosure Schedules. Each Investor has had an opportunity to discuss this investment with representatives understands its acquisition of the Company and ask questions of them and such questions have Units has not been answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated registered under the Securities ActAct or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Units.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that: (i) such the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing shares presenting an investment decision such as like that involved in the purchase of the Shares Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and understood considered all information it deems deemed relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents and the Certificate of DesignationUnits; (ii) such Investor acknowledges that the offering of the Shares pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the number of Shares Units set forth on in Annex I to the Agreement in the ordinary course of its signature page hereto business and for its own account for investment only and with no present intention of distributing any of such Shares Units or the Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesUnits or the Securities, except in accordance with applicable securities law; (iviii) such the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Units or the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations thereunder and any applicable state securities or blue sky lawspromulgated thereunder; (viv) such the Investor has completed or caused to be completed answered all questions in the Stock Certificate Questionnaire, attached hereto as APPENDIX I, Agreement and the answers thereto are true true, correct and correct complete in all material respects as of the date hereofhereof and will be true, correct and complete in all material respects as of the date of each Closing; and (viv) such the Investor has, in connection with its decision to purchase the number of Shares set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as Units set forth in Annex I to the Information Agreement, relied only upon the Exchange Act Documents (which are incorporated herein by reference and which Investor acknowledges it has reviewed), the representations and warranties of the Company contained herein; (vii) such herein and the Disclosure Schedules. Each Investor has had an opportunity to discuss this investment with representatives understands its acquisition of the Company and ask questions of them and such questions have Units has not been answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated registered under the Securities ActAct or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Units.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that: (i) such the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing shares presenting an investment decision such as like that involved in the purchase of the Shares Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and understood considered all information it deems deemed relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents and the Certificate of DesignationUnits; (ii) such Investor acknowledges that the offering of the Shares pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the number of Shares Units set forth on in Annex I to the Agreement in the ordinary course of its signature page hereto business and for its own account for investment only and with no present intention of distributing any of such Shares Units or any arrangement or understanding with any other persons regarding the distribution of such SharesUnits, except in accordance with applicable securities law; (iviii) such the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations thereunder and any applicable state securities or blue sky lawspromulgated thereunder; (viv) such the Investor has completed or caused to be completed answered all questions in the Stock Certificate Questionnaire, attached hereto as APPENDIX I, Agreement for use in preparation of the Registration Statement and the answers thereto are true true, correct and correct complete in all material respects as of the date hereofhereof and will be true, correct and complete in all material respects as of the date of each Closing; and (viv) such the Investor has, in connection with its decision to purchase the number of Shares set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as Units set forth in Annex I to the Information Agreement, relied only upon the Exchange Act Documents (which are incorporated herein by reference and which Investor acknowledges it has reviewed), the representations and warranties of the Company contained herein; (vii) such herein and the Disclosure Schedules. Each Investor has had an opportunity to discuss this investment with representatives understands its acquisition of the Company and ask questions of them and such questions have Units has not been answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated registered under the Securities ActAct or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Units.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that: (i) such the Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to investments in securities representing shares presenting an investment decision such as like that involved in the purchase of the Shares Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and understood considered all information it deems deemed relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents and the Certificate of Designation; (ii) such Investor acknowledges that the offering of the Shares pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the number of Shares set forth on in Annex I to the Agreement in the ordinary course of its signature page hereto business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares, except in accordance with applicable securities law; (iviii) such the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations thereunder and any applicable state securities or blue sky lawspromulgated thereunder; (viv) such the Investor has completed or caused to be completed answered all questions in the Stock Certificate Questionnaire, attached hereto as APPENDIX I, Agreement for use in preparation of the Registration Statement and the answers thereto are true true, correct and correct complete in all material respects as of the date hereofhereof and will be true, correct and complete in all material respects as of the Closing Date; and (viv) such the Investor has, in connection with its decision to purchase the number of Shares set forth on its signature pagein Annex I to the Agreement, not relied only upon any representations or other information (whether oral or written) other than as set forth in the Information Documents and Exchange Act Documents, the representations and warranties of the Company contained herein; (vii) such herein and the Disclosure Schedules. Each Investor has had an opportunity to discuss this investment with representatives understands that its acquisition of the Company and ask questions of them and such questions have Shares has not been answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated registered under the Securities ActAct or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor understands that the Shares purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Shares or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Shares.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally and not jointly represents and warrants to, and covenants with, the Company that: (i) such the Investor is an “accredited investor” as defined in Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to investments in securities representing shares presenting an investment decision such as like that involved in the purchase of the Shares Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and understood considered all information it deems deemed relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents and the Certificate of Designation; (ii) such Investor acknowledges that the offering of the Shares pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the number of Shares set forth on in Section 3 of the Securities Purchase Agreement in the ordinary course of its signature page hereto business and for its own account for investment only and with no present intention of distributing any of such Shares (other than pursuant to the Registration Statement) or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iviii) such the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations thereunder and any applicable state securities or blue sky lawspromulgated thereunder; (viv) such the Investor has completed or caused to be completed answered all questions on the Stock Certificate Questionnaire, attached hereto as APPENDIX I, Investor Questionnaire for use in preparation of the Registration Statement and the answers thereto are true true, correct and correct complete as of the date hereofhereof and subject to any updates or changes made by Investor (which Investor may provide at any time) will be true, correct and complete as of the Closing Date and the Filing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) such the Investor has, in connection with its decision to purchase the number of Shares set forth on its signature page, not in Section 3 of the Securities Purchase Agreement relied only upon any representations or other information (whether oral or written) other than as set forth in the Information SEC Documents and the representations and warranties of the Company contained herein; (vii) such . The Investor has had an opportunity to discuss this investment with representatives understands that its acquisition of the Company and ask questions of them and such questions have Shares has not been answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares for any period of time.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor represents and warrants to, and covenants with, the Company that: (i) such Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision such as that involved in the purchase of the Shares Securities and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the SharesSecurities, including, without limitation, the information contained in the Information Documents and the Certificate of Designation; (ii) such Investor acknowledges that the offering of the Shares Securities pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the number of Shares Securities set forth on its signature page hereto for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities; (iv) such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act, the rules and regulations thereunder and any applicable state securities or blue sky laws; (v) such Investor has completed or caused to be completed the Stock Certificate Securities Questionnaire, attached hereto as APPENDIX I, and the answers thereto are true and correct as of the date hereof; (vi) such Investor has, in connection with its decision to purchase the number of Shares Securities set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; (vii) such Investor has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor individually represents and warrants to, and covenants with, the Company that: (i) such Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to to, investments in securities representing shares presenting an investment decision such as like that involved in the purchase of the Shares and Warrants, including investments in Shares and Warrants issued by the Company and investments in comparable companies, and has requested, received, reviewed and understood considered all information it deems deemed relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents Shares and the Certificate of DesignationWarrants; (ii) such Investor acknowledges that would be able to bear the offering economic risks of and an entire loss of its investment in the Shares pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authorityWarrants; (iii) such Investor is acquiring the number of Shares and Warrants set forth on Exhibit A hereto in the ordinary course of its signature page hereto business and for its own account for investment only and with no present intention of distributing any of such Shares and Warrants or any arrangement or understanding with any other persons regarding the distribution of such SharesShares and Warrants (this representation and warranty not limiting such Investor’s right to sell the Shares and Warrants pursuant to the Registration Statements or otherwise in compliance with applicable federal and state securities laws); (iv) such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or Warrants except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations thereunder promulgated thereunder; and any applicable state securities or blue sky laws; (v) such Investor has completed Investor, after giving effect to the transactions contemplated hereby, will not, either individually or caused to be completed the Stock Certificate Questionnaire, attached hereto with a group (as APPENDIX I, and the answers thereto are true and correct as defined in Section 13(d)(3) of the date hereof; (vi) such Investor hasExchange Act), in connection with its decision to purchase be the number beneficial owner of Shares set forth on its signature page, not relied upon any representations 19.9% or other information (whether oral or written) other than as set forth in the Information Documents and the representations and warranties more of the Company contained herein; (vii) such Investor has had an opportunity Company’s outstanding Common Stock. For purposes of this Section 5.1, beneficial ownership shall be determined pursuant to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated 13d-3 under the Securities Exchange Act.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally and not jointly represents and warrants to, and covenants with, the Company that: (i) such Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision such as that involved in the purchase of the Shares Securities and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the SharesSecurities, including, without limitation, the information contained in the Information Documents and the Certificate of DesignationDocuments; (ii) such Investor acknowledges that the offering of the Shares Securities pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the number of Shares Securities set forth on its signature page hereto for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities; (iv) such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act, the rules and regulations thereunder and any applicable state securities or blue sky laws; (v) such Investor has completed or caused to be completed the Stock Certificate Securities Questionnaire, attached hereto as APPENDIX I, and the answers thereto are true and correct as of the date hereof; (vi) such Investor has, in connection with its decision to purchase the number of Shares Securities set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; and (vii) such Investor has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that: (i) such the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to investments in securities representing shares presenting an investment decision such as like that involved in the purchase of the Shares and Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and understood considered all information it deems deemed relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents Shares and the Certificate of DesignationWarrant; (ii) such Investor acknowledges that the offering of the Shares pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the number of Shares and Warrant set forth on in Annex I to the Agreement in the ordinary course of its signature page hereto business and for its own account for investment only and with no present intention of distributing any of such Shares, Warrant and Shares issuable upon exercise of such Warrant or any arrangement or understanding with any other persons regarding the distribution of such Shares Warrant and Shares issuable upon exercise of such Warrant or any arrangement or understanding with any other persons regarding the distribution of such Shares, except in accordance with applicable securities law; (iviii) such the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, the Warrant or Shares issuable upon exercise of the Warrant except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations thereunder and any applicable state securities or blue sky lawspromulgated thereunder; (viv) such the Investor has completed or caused to be completed answered all questions in the Stock Certificate Questionnaire, attached hereto as APPENDIX I, Agreement for use in preparation of the Registration Statement and the answers thereto are true true, correct and correct complete in all material respects as of the date hereofhereof and will be true, correct and complete in all material respects as of the Closing Date; and (viv) such the Investor has, in connection with its decision to purchase the number of Shares set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as and Warrant set forth in Annex I to the Information Documents and Agreement, relied only upon the Exchange Act Documents, the representations and warranties of the Company contained herein; (vii) such herein and the Disclosure Schedules. Each Investor has had an opportunity to discuss this investment with representatives understands that its acquisition of the Company Shares and ask questions of them and such questions have Warrant has not been answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated registered under the Securities ActAct or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Shares and Warrant purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Shares and the Shares issuable upon exercise of the Warrant or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Shares and Warrant.