Common use of ECONOMIC RISK; SOPHISTICATION Clause in Contracts

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder represents ----------------------------- and warrants that the Principal Stockholder and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration Statement, and have read and understood the matters described in the copies of the Registration Statement provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering and future acquisitions and projected uses of the proceeds of the Public Offering. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder represents and ----------------------------- and warrants that the Principal Stockholder and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration StatementFinancing Document, and have read and understood the matters described in the copies of the Registration Statement Financing Document provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering Financing and future acquisitions and projected uses of the proceeds of the Public OfferingFinancing. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder represents ----------------------------- and warrants that the Principal Stockholder Stockholders and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration StatementFinancing Document, and have read and understood the matters described in the copies of the Registration Statement Financing Document provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering Financing and future acquisitions and projected uses of the proceeds of the Public OfferingFinancing. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided 57 in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder represents ----------------------------- and warrants that the Principal Stockholder and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Asset Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Asset Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the MergerAsset Purchase, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration StatementFinancing Document, and have read and understood the matters described in the copies of the Registration Statement Financing Document provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering Financing and future acquisitions and projected uses of the proceeds of the Public OfferingFinancing. The Principal Stockholder will confirm at the Merger Asset Purchase Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder ----------------------------- represents ----------------------------- and warrants that the Principal Stockholder and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration Statement, and have read and understood the matters described in the copies of the Registration Statement provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering and future acquisitions and projected uses of the proceeds of the Public Offering. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder represents ----------------------------- and warrants that the Principal Stockholder and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration StatementFinancing Document, and have read and understood the matters described in the copies of the Registration Statement Financing Document provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering Financing and future acquisitions and projected uses of the proceeds of the Public OfferingFinancing. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided 57 in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.

ECONOMIC RISK; SOPHISTICATION. The Principal Stockholder represents and ----------------------------- and warrants that the Principal Stockholder and the other Stockholders are able to bear the economic risk of an investment in the VIALOG Stock acquired pursuant to this Agreement and can afford to sustain a total loss on such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the VIALOG Stock. The Principal Stockholder acknowledges that prior to the Merger Closing VIALOG will have furnished a copy of the Prospectus to the Stockholders and at the Merger Closing the Stockholders will be required to confirm that VIALOG has responded to due diligence and information requests made on behalf of the Company similar in extent and scope to the due diligence requests made to the Company by VIALOG. The Principal Stockholder will at that time confirm that the Principal Stockholder has had an adequate opportunity to ask questions and receive answers from the officers of VIALOG (and, in the case of the other Stockholders, to ask questions and receive answers from the Principal Stockholder) concerning any and all matters relating to this Agreement, the Merger, the Transactions, or Other Participating Companies, the Participating Agreements and the Registration Statement, and have read and understood the matters described in the copies of the Registration Statement provided to them including, without limitation, the background and experience of the officers and directors of VIALOG, the plans for the operations of the business of VIALOG, the potential dilutive effects of the Public Offering and future acquisitions and projected uses of the proceeds of the Public Offering. The Principal Stockholder will confirm at the Merger Closing that the Principal Stockholder has asked any and all questions in the nature described in the preceding sentence or otherwise of interest in connection with the exchange of VIALOG Stock for Shares as provided in this Agreement, and all questions have been answered to the Principal Stockholder's satisfaction.