Common use of Representations and Warranties by the Purchaser Clause in Contracts

Representations and Warranties by the Purchaser. The Purchaser represents and warrants that (a) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933; (b) it will acquire the Shares for its own account and that the Shares are being and will be acquired by it for the purpose of investment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the Financing Documents (as defined below) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement and the Financing Documents have been duly executed and delivered, and constitute valid, legal, binding and enforceable agreements of the Purchaser; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Company; and (f) it has carefully reviewed the representations concerning the Company contained in this Agreement and has made detailed inquiry concerning the Company, its business and its personnel; the officers of the Company have made available to the Purchaser any and all written information which it has requested and have answered to the Purchaser’s satisfaction all inquiries made by the Purchaser; and the Purchaser has sufficient knowledge and experience in finance and business that it is capable of evaluating the risks and merits its investment in the Company and is able financially to bear the risks thereof. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act of 1933 (the “Securities Act”) or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Shares shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.”

Representations and Warranties by the Purchaser. The Purchaser represents and warrants that to the Company that: (a) it is an “accredited investor” within the meaning of as defined in Rule 501 501(a) under the Securities Act of 1933, as amended (the “Securities Act”); (b) it will acquire the Shares for its own account and that the Shares are being and will be acquired by it account, for the purpose of investment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the Financing Documents (as defined below) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement and the Financing Documents have has been duly executed and delivered, and constitute constitutes a valid, legal, binding and enforceable agreements agreement of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has not been organized, reorganized or recapitalized specifically for had the purpose opportunity to ask questions of investing in and receive answers from representatives of the Company; Company concerning the terms of the offering of the Shares and (f) it has carefully reviewed the representations to obtain additional information concerning the Company contained in this Agreement and its business, and has made detailed inquiry concerning the Company, its business and its personnel; the officers all of the Company have made available information necessary for it to evaluate the merits and risks of an investment in the Shares and can bear the economic risks of such investment. The acquisition by the Purchaser any of the Shares shall constitute a confirmation of these representations and all written information which it has requested and have answered to the Purchaser’s satisfaction all inquiries warranties made by the Purchaser; and Purchaser as of the Purchaser has sufficient knowledge and experience in finance and business that it is capable date of evaluating the risks and merits its investment in the Company and is able financially to bear the risks thereofsuch acquisition. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act of 1933 (the “Securities Act”) or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Shares Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.”

Representations and Warranties by the Purchaser. The Purchaser represents and warrants to the Company that (a) it is an “"accredited investor” within the meaning of " as defined in Rule 501 501(a) under the Securities Act of 1933, as amended; (b) it will acquire the Shares for its own account and that the Shares are being and will be acquired by it account, for the purpose of investment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the Financing Documents (as defined below) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement and the Financing Documents have has been duly executed and delivered, and constitute constitutes a valid, legal, binding and enforceable agreements agreement of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ ' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has not been organized, reorganized or recapitalized specifically for had the purpose opportunity to ask questions of investing in and receive answers from representatives of the CompanyCompany concerning the terms of the offering of the Shares and to obtain additional information concerning the Company and its business; and (f) it has carefully received and reviewed the representations concerning registration statement on Form S-1 (Registration No. 333-50266) filed by the Company contained in this Agreement with the Securities and Exchange Commission ("Commission") on November 20, 2000, and all amendments thereto (collectively, the "Registration Statement"), which shall also include the prospectus related to such public offering (the "Prospectus"), and has made detailed inquiry concerning the Company, its business and its personnel; the officers all of the Company have made available information necessary for it to evaluate the merits and risks of an investment in the Shares and can bear the economic risks of such investment. The acquisition by the Purchaser any of the Shares shall constitute a confirmation of the representations and all written information which it has requested and have answered to the Purchaser’s satisfaction all inquiries warranties made by the Purchaser; and Purchaser as at the Purchaser has sufficient knowledge and experience in finance and business that it is capable date of evaluating the risks and merits its investment in the Company and is able financially to bear the risks thereofsuch acquisition. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act of 1933 (the “Securities Act”) or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Shares Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.”:

Representations and Warranties by the Purchaser. The Purchaser represents and warrants that (a) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933; (b) it will acquire the Preferred Shares for its own account and that the Preferred Shares are being and will be acquired by it for the purpose of investment and not with a view to distribution or resale thereof; (cb) the execution of this Agreement and the Financing Documents (as defined below) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement and the Financing Documents have has been duly executed and delivered, and constitute constitutes a valid, legal, binding and enforceable agreements agreement of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent the indemnification provisions contained in the Fourth Amended and Restated Registration Rights Agreement (as defined in Section 2.04(b)) may be limited by applicable federal or state securities laws; (dc) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ ' fees or the like relating to this Agreement or the transactions contemplated hereby; (ed) it the Purchaser has not been organized, reorganized or recapitalized specifically for had the purpose opportunity to ask questions of investing in and receive answers from representatives of the CompanyCompany concerning the terms of the offering of the Preferred Shares and to obtain additional information concerning the Company and its business; and (fe) it the Purchaser has carefully reviewed the ability to evaluate the merits and risks of an investment in the Preferred Shares and can bear the economic risks of such investment. The acquisition by the Purchaser of the Preferred Shares shall constitute a confirmation of the representations concerning the Company contained in this Agreement and has made detailed inquiry concerning the Company, its business and its personnel; the officers of the Company have made available to the Purchaser any and all written information which it has requested and have answered to the Purchaser’s satisfaction all inquiries warranties made by the Purchaser; and Purchaser as at the Purchaser has sufficient knowledge and experience in finance and business that it is capable date of evaluating the risks and merits its investment in the Company and is able financially to bear the risks thereofsuch acquisition. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act of 1933 (the “Securities Act”) or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Shares Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.”:

Representations and Warranties by the Purchaser. The Purchaser represents and warrants that (a) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933; (b) it will acquire the Preferred Shares for its own account and that the Preferred Shares are being and will be acquired by it for the purpose of investment and not with a view to distribution or resale thereof; (cb) the execution of this Agreement and the Financing Documents (as defined below) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement and the Financing Documents have has been duly executed and delivered, and constitute constitutes a valid, legal, binding and enforceable agreements agreement of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent the indemnification provisions contained in the Third Amended and Restated Registration Rights Agreement (as defined in Section 2.04(b)) may be limited by applicable federal or state securities laws; (dc) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ ' fees or the like relating to this Agreement or the transactions contemplated hereby; (ed) it the Purchaser has not been organized, reorganized or recapitalized specifically for had the purpose opportunity to ask questions of investing in and receive answers from representatives of the CompanyCompany concerning the terms of the offering of the Preferred Shares and to obtain additional information concerning the Company and its business; and (fe) it the Purchaser has carefully reviewed the ability to evaluate the merits and risks of an investment in the Preferred Shares and can bear the economic risks of such investment. The acquisition by the Purchaser of the Preferred Shares shall constitute a confirmation of the representations concerning the Company contained in this Agreement and has made detailed inquiry concerning the Company, its business and its personnel; the officers of the Company have made available to the Purchaser any and all written information which it has requested and have answered to the Purchaser’s satisfaction all inquiries warranties made by the Purchaser; and Purchaser as at the Purchaser has sufficient knowledge and experience in finance and business that it is capable date of evaluating the risks and merits its investment in the Company and is able financially to bear the risks thereofsuch acquisition. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act of 1933 (the “Securities Act”) or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Shares Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.”" The Purchaser further represents that it understands and agrees that all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear legends, prominently stamped or printed thereon, reading substantially as follows:

Representations and Warranties by the Purchaser. The Purchaser ----------------------------------------------- represents and warrants to the Company that (a) it is an “"accredited investor” within the meaning of " as defined in Rule 501 501(a) under the Securities Act of 1933, as amended; (b) it will acquire the Shares for its own account and that the Shares are being and will be acquired by it account, for the purpose of investment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the Financing Documents (as defined below) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement and the Financing Documents have has been duly executed and delivered, and constitute constitutes a valid, legal, binding and enforceable agreements agreement of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ ' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has not been organized, reorganized or recapitalized specifically for had the purpose opportunity to ask questions of investing in and receive answers from representatives of the CompanyCompany concerning the terms of the offering of the Shares and to obtain additional information concerning the Company and its business; and (f) it has carefully received and reviewed the representations concerning registration statement on Form S-1 (Registration No. 333-93361) and all amendments thereto filed by the Company contained in this Agreement with the Securities and Exchange Commission ("Commission") ---------- on December 22, 1999 (the "Registration Statement") and has made detailed inquiry concerning the Company, its business and its personnel; the officers all of the Company have made available ---------------------- information necessary for it to evaluate the merits and risks of an investment in the Shares and can bear the economic risks of such investment. The acquisition by the Purchaser any of the Shares shall constitute a confirmation of the representations and all written information which it has requested and have answered to the Purchaser’s satisfaction all inquiries warranties made by the Purchaser; and Purchaser as at the Purchaser has sufficient knowledge and experience in finance and business that it is capable date of evaluating the risks and merits its investment in the Company and is able financially to bear the risks thereofsuch acquisition. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act of 1933 (the “Securities Act”) or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Shares Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.”"

Representations and Warranties by the Purchaser. The Purchaser represents and warrants that (a) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933; (b) it will acquire the Preferred Shares for its own account and that the Preferred Shares are being and will be acquired by it for the purpose of investment and not with a view to distribution or resale thereof; (cb) the execution of this Agreement and the Financing Documents (as defined below) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement and the Financing Documents have has been duly executed and delivered, and constitute constitutes a valid, legal, binding and enforceable agreements agreement of the Purchaser; (dc) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ ' fees or the like relating to this Agreement or the transactions contemplated hereby; (ed) it the Purchaser has not been organized, reorganized or recapitalized specifically for had the purpose opportunity to ask questions of investing in and receive answers from representatives of the CompanyCompany concerning the terms of the offering of the Preferred Shares and to obtain additional information concerning the Company and its business; and (fe) it the Purchaser has carefully reviewed the ability to evaluate the merits and risks of an investment in the Preferred Shares and can bear the economic risks of such investment. The acquisition by the Purchaser of the Preferred Shares shall constitute a confirmation of the representations concerning the Company contained in this Agreement and has made detailed inquiry concerning the Company, its business and its personnel; the officers of the Company have made available to the Purchaser any and all written information which it has requested and have answered to the Purchaser’s satisfaction all inquiries warranties made by the Purchaser; and Purchaser as at the Purchaser has sufficient knowledge and experience in finance and business that it is capable date of evaluating the risks and merits its investment in the Company and is able financially to bear the risks thereofsuch acquisition. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act of 1933 (the “Securities Act”) or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Shares Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.”" The Purchaser further represents that it understands and agrees that all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear legends, prominently stamped or printed thereon, reading substantially as follows:

Representations and Warranties by the Purchaser. The Purchaser represents and warrants that to the Company that: (a) it is an “accredited investor” within the meaning of as defined in Rule 501 501(a) under the Securities Act of 1933, as amended; (b) it will acquire the Shares for its own account and that the Shares are being and will be acquired by it account, for the purpose of investment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the Financing Documents (as defined below) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement and the Financing Documents have has been duly executed and delivered, and constitute constitutes a valid, legal, binding and enforceable agreements agreement of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has not been organized, reorganized or recapitalized specifically for had the purpose opportunity to ask questions of investing in and receive answers from representatives of the Company; Company concerning the terms of the offering of the Shares and (f) it has carefully reviewed the representations to obtain additional information concerning the Company contained in this Agreement and its business, and has made detailed inquiry concerning the Company, its business and its personnel; the officers all of the Company have made available information necessary for it to evaluate the merits and risks of an investment in the Shares and can bear the economic risks of such investment. The acquisition by the Purchaser any of the Shares shall constitute a confirmation of the representations and all written information which it has requested and have answered to the Purchaser’s satisfaction all inquiries warranties made by the Purchaser; and Purchaser as at the Purchaser has sufficient knowledge and experience in finance and business that it is capable date of evaluating the risks and merits its investment in the Company and is able financially to bear the risks thereofsuch acquisition. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act of 1933 (the “Securities Act”) or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Shares Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.”

Representations and Warranties by the Purchaser. The Purchaser represents and warrants to the Company that (a) it is an “"accredited investor” within the meaning of " as defined in Rule 501 501(a) under the Securities Act of 1933, as amended; (b) it will acquire the Shares for its own account and that the Shares are being and will be acquired by it account, for the purpose of investment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the Financing Documents (as defined below) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement and the Financing Documents have has been duly executed and delivered, and constitute constitutes a valid, legal, binding and enforceable agreements agreement of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ ' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has not been organized, reorganized or recapitalized specifically for had the purpose opportunity to ask questions of investing in and receive answers from representatives of the CompanyCompany concerning the terms of the offering of the Shares and to obtain additional information concerning the Company and its business; and (f) it has carefully received and reviewed the representations concerning registration statement on Form S-1 (Registration No. 333-32780) filed by the Company contained in this Agreement with the Securities and Exchange Commission ("COMMISSION") on March 17, 2000 and all amendments thereto (collectively, the "REGISTRATION STATEMENT") and has made detailed inquiry concerning the Company, its business and its personnel; the officers all of the Company have made available information necessary for it to evaluate the merits and risks of an investment in the Shares and can bear the economic risks of such investment. The acquisition by the Purchaser any of the Shares shall constitute a confirmation of the representations and all written information which it has requested and have answered to the Purchaser’s satisfaction all inquiries warranties made by the Purchaser; and Purchaser as of the Purchaser has sufficient knowledge and experience in finance and business that it is capable of evaluating the risks and merits its investment in the Company and is able financially to bear the risks thereofClosing. The Purchaser further represents that it if understands and agrees that, until registered under the Securities Act of 1933 (the “Securities Act”) or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Shares Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.”"