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

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants severally, but not jointly, that (a) it is acquiring 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, or in connection with, subdivision, distribution or resale thereof in violation of any State or Federal securities laws; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (as defined in Article VI hereof); (d) it has taken no action which would give rise to any claim by any other person for any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) the individual executing this Agreement has appropriate authority to act on behalf of such Purchaser; (f) it was not specifically formed to acquire the Shares subscribed for hereby; (g) it understands that there is no market for the Shares and that there is no assurance that such a market will develop and the Purchaser has no present need for liquidity with respect to its investment; (h) it is able to bear the economic risk of its investment for an indefinite period of time and can afford a complete loss of its investment; (i) it has sufficient knowledge and experience investing in companies similar to the Company in terms of the Company's early stage of development and it understands that an investment in the Company involves a very high degree of risk and it has taken full cognizance of and understands such risks; (j) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company, has evaluated such risks and has determined that the Shares are a suitable investment for it; (k) it understands that no Federal or State agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Shares; (l) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and has received from the Company all such information concerning the Company as it has requested; (m) it has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Purchaser; (n) its overall commitment to investments which are not readily marketable is not disproportionate to the net worth of the Purchaser, and the Purchaser's investment in the Shares will not cause such overall commitment to become excessive; and (o) it received an offer concerning the Shares and first learned of this investment in the state or other jurisdiction listed in the address of such Purchaser on the attached EXHIBIT 1.01 hereto. The Purchasers' representations under this Section 1.04, however, shall not limit or modify the representations and warranties of the Company in Article III of this Agreement or the right of the Purchasers to rely thereon. The acquisition by each Purchaser of the Shares acquired by it shall constitute a confirmation as of the date of such acquisition of the representations and warranties made herein by each such Purchaser. Each Purchaser understands that the Shares have not been registered under the Securities Act, or the securities laws of any State by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 506 promulgated under the Securities Act, and applicable State securities laws. Each of the Purchasers further represents that it understands and agrees that Company has no current obligation to register the Shares and that, until registered under 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, 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, unless the holder shall have obtained an opinion of counsel satisfactory to the issuer of these securities as to the availability of an exemption from the registration provisions of the Securities Act of 1933 and applicable State securities laws." The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by each Purchaser with the intent that they be relied upon in determining its suitability as a purchaser of the Shares.

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants severally, but not jointly, to the Company that (a) it such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”); (b) such Purchaser is acquiring the Shares, Shares for its such Purchaser’s 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, or in connection with, subdivision, to distribution or resale thereof in violation of any State or Federal securities lawsthereof; (bc) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the such Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the such Purchaser; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (as defined in Article VI hereof); (d) it such Purchaser has taken no action which would give rise to any claim by any other person for any other person for any brokerage commissions, finders' ’ fees or the like relating to this Agreement or the transactions contemplated hereby; hereby and (e) the individual executing this Agreement has appropriate authority to act on behalf of such Purchaser; (f) it was not specifically formed to acquire the Shares subscribed for hereby; (g) it understands that there is no market for the Shares and that there is no assurance that such a market will develop and the Purchaser has no present need for liquidity with respect to its investment; (h) it is able to bear the economic risk of its investment for an indefinite period of time and can afford a complete loss of its investment; (i) it has sufficient knowledge and experience investing in companies similar to the Company in terms of the Company's early stage of development and it understands that an investment in the Company involves a very high degree of risk and it has taken full cognizance of and understands such risks; (j) it has such knowledge and experience in financial finance and business matters that he, she or it is capable of evaluating the risks and merits and risks of an his, her or its investment in the Company, has evaluated such risks Company and has determined that the Shares are a suitable investment for it; (k) it understands that no Federal or State agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Shares; (l) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and has received from the Company all such information concerning the Company as it has requested; (m) it has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Purchaser; (n) its overall commitment to investments which are not readily marketable is not disproportionate to the net worth of the Purchaser, and the Purchaser's investment in the Shares will not cause such overall commitment to become excessive; and (o) it received an offer concerning the Shares and first learned of this investment in the state or other jurisdiction listed in the address of such Purchaser on is able financially to bear the attached EXHIBIT 1.01 hereto. The Purchasers' representations under this Section 1.04, however, shall not limit or modify the representations and warranties of the Company in Article III of this Agreement or the right of the Purchasers to rely thereonrisks thereof. The acquisition by each Purchaser of the Shares acquired by it shall constitute a confirmation as of the date of such acquisition of the representations and warranties made herein by each such PurchaserPurchaser as at the date of such acquisition. Each Purchaser understands that Note and Warrant Holder represents and warrants severally, but not jointly, to the Shares have not been registered under Company that, such Note and Warrant Holder owns the Securities ActNote(s) and Warrant(s) set forth opposite such Note and Warrant Holder’s name on Schedule A free and clear of all mortgages, or the securities laws of any State by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 506 promulgated under the Securities Actliens, pledges, claims and applicable State securities lawsencumbrances. Each of the Purchasers further represents that it understands and agrees that Company has no current obligation to register the Shares and that, until registered under 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, whether upon initial issuance or upon any transfer thereof, Series B Preferred Stock 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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. These securities have been acquired for investment and not with a view to distribution or resaleTHESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, and may not be soldAND MAY NOT BE SOLD, mortgagedMORTGAGED, pledgedPLEDGED, hypothecated or otherwise transferred without an effective registration statement for such securities under the Securities Act of 1933 and applicable State securities lawsHYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT, unless the holder shall have obtained an opinion of counsel satisfactory to the issuer of these securities as to the availability of an exemption from the registration provisions of the Securities Act of 1933 and applicable State securities lawsAND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS." The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by each Purchaser with the intent that they be relied upon in determining its suitability as a purchaser of the Shares.”

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants severally, but not jointly, to the Company that (a) it such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act; (b) such Purchaser is acquiring the Shares, Shares for its such Purchaser’s 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, or in connection with, subdivision, to distribution or resale thereof in violation of any State or Federal securities lawsthereof; (bc) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the such Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the such Purchaser; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (as defined in Article VI hereof); (d) it such Purchaser has taken no action which would give rise to any claim by any other person for any other person for any brokerage commissions, finders' ’ fees or the like relating to this Agreement or the transactions contemplated hereby; hereby and (e) the individual executing this Agreement has appropriate authority to act on behalf of such Purchaser; (f) it was not specifically formed to acquire the Shares subscribed for hereby; (g) it understands that there is no market for the Shares and that there is no assurance that such a market will develop and the Purchaser has no present need for liquidity with respect to its investment; (h) it is able to bear the economic risk of its investment for an indefinite period of time and can afford a complete loss of its investment; (i) it has sufficient knowledge and experience investing in companies similar to the Company in terms of the Company's early stage of development and it understands that an investment in the Company involves a very high degree of risk and it has taken full cognizance of and understands such risks; (j) it has such knowledge and experience in financial finance and business matters that he, she or it is capable of evaluating the risks and merits and risks of an his, her or its investment in the Company, has evaluated such risks Company and has determined that the Shares are a suitable investment for it; (k) it understands that no Federal or State agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Shares; (l) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and has received from the Company all such information concerning the Company as it has requested; (m) it has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Purchaser; (n) its overall commitment to investments which are not readily marketable is not disproportionate to the net worth of the Purchaser, and the Purchaser's investment in the Shares will not cause such overall commitment to become excessive; and (o) it received an offer concerning the Shares and first learned of this investment in the state or other jurisdiction listed in the address of such Purchaser on is able financially to bear the attached EXHIBIT 1.01 hereto. The Purchasers' representations under this Section 1.04, however, shall not limit or modify the representations and warranties of the Company in Article III of this Agreement or the right of the Purchasers to rely thereonrisks thereof. The acquisition by each Purchaser of the Shares acquired by it shall constitute a confirmation as of the date of such acquisition of the representations and warranties made herein by each such Purchaser. Each Purchaser understands that as at the Shares have not been registered under the Securities Act, or the securities laws date of any State by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 506 promulgated under the Securities Act, and applicable State securities lawssuch acquisition. Each of the Purchasers further represents that it understands and agrees that Company has no current obligation to register the Shares and that, until registered under 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, whether upon initial issuance or upon any transfer thereof, Series C Preferred Stock 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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. These securities have been acquired for investment and not with a view to distribution or resaleTHESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, and may not be soldAND MAY NOT BE SOLD, mortgagedMORTGAGED, pledgedPLEDGED, hypothecated or otherwise transferred without an effective registration statement for such securities under the Securities Act of 1933 and applicable State securities lawsHYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT, unless the holder shall have obtained an opinion of counsel satisfactory to the issuer of these securities as to the availability of an exemption from the registration provisions of the Securities Act of 1933 and applicable State securities lawsAND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS." The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by each Purchaser with the intent that they be relied upon in determining its suitability as a purchaser of the Shares.”

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants to the Company severally, but not jointly, that (a) it is acquiring will acquire the Shares, Purchased Shares to be acquired by it for its own account and that the Purchased Shares are being and will be acquired by it for the purpose of investment and not with a view to, or in connection with, subdivision, to distribution or resale thereof in violation thereof; subject, nevertheless, to the condition that the disposition of any State or Federal securities lawsthe property of each Purchaser shall at all times be within its control; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the PurchaserPurchasers; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (as defined in Article VI hereof)Act; and (d) it has taken no action which would give rise to any claim by any other person for any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions transaction contemplated hereby; (e) the individual executing this Agreement has appropriate authority to act on behalf of such Purchaser; (f) it was not specifically formed to acquire the Shares subscribed for hereby; (g) it understands that there is no market for the Shares and that there is no assurance that such a market will develop and the Purchaser has no present need for liquidity with respect to its investment; (h) it is able to bear the economic risk of its investment for an indefinite period of time and can afford a complete loss of its investment; (i) it has sufficient knowledge and experience investing in companies similar to the Company in terms of the Company's early stage of development and it understands that an investment in the Company involves a very high degree of risk and it has taken full cognizance of and understands such risks; (j) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company, has evaluated such risks and has determined that the Shares are a suitable investment for it; (k) it understands that no Federal or State agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Shares; (l) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and has received from the Company all such information concerning the Company as it has requested; (m) it has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Purchaser; (n) its overall commitment to investments which are not readily marketable is not disproportionate to the net worth of the Purchaser, and the Purchaser's investment in the Shares will not cause such overall commitment to become excessive; and (o) it received an offer concerning the Shares and first learned of this investment in the state or other jurisdiction listed in the address of such Purchaser on the attached EXHIBIT 1.01 hereto. The Purchasers' representations under this Section 1.04, however, shall not limit or modify the representations and warranties of the Company in Article III of this Agreement or the right of the Purchasers to rely thereon. The acquisition by each Purchaser of the Purchased Shares acquired by it shall constitute a confirmation as of the date of such acquisition of the representations and warranties made herein by each such Purchaser. Each Purchaser understands that the Shares have not been registered under the Securities Act, or the securities laws of any State by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 506 promulgated under the Securities Act, and applicable State securities laws. Each of the Purchasers further represents that it understands and agrees that Company has no current obligation to register the Shares and that, until registered under 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, 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, unless the holder shall have obtained an opinion of counsel satisfactory to the issuer of these securities as to the availability of an exemption from the registration provisions of the Securities Act of 1933 and applicable State securities laws." The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by each Purchaser with the intent that they be relied upon in determining its suitability as a purchaser of the Shares.:

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants warrants, severally, but not jointly, that (a) it is acquiring will acquire the Shares, Securities to be acquired by it for its own account and that the Shares Securities are being and will be acquired by it for the purpose of investment and not with a view to, or in connection with, subdivision, to distribution or resale thereof in violation of any State or Federal securities lawsthereof; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the such Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the such Purchaser; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (as defined in Article VI hereof); (d) it has taken no action which would give rise to any claim by any other person for any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (ed) the individual executing this Agreement has appropriate authority to act on behalf of such Purchaser; (f) it was not specifically formed to acquire the Shares subscribed for hereby; (g) it understands that there is no market for the Shares and that there is no assurance that such a market will develop and the Purchaser has no present need for liquidity with respect had the opportunity to its investment; (h) it is able to bear the economic risk ask questions of its investment for an indefinite period and receive answers from representatives of time and can afford a complete loss of its investment; (i) it has sufficient knowledge and experience investing in companies similar to the Company in concerning the terms of the Company's early stage offering of development the Securities and it understands that an investment in to obtain additional information concerning the Company involves a very high degree of risk and it has taken full cognizance of and understands such risksits business; (je) it such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the ability to evaluate the merits and risks of an investment in the Company, has evaluated Securities and can bear the economic risks of such risks and has determined that the Shares are a suitable investment for it; (k) it understands that no Federal or State agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Shares; (l) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and has received from the Company all such information concerning the Company as it has requested; (m) it has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Purchaser; (n) its overall commitment to investments which are not readily marketable is not disproportionate to the net worth of the Purchaser, and the Purchaser's investment in the Shares will not cause such overall commitment to become excessive; and (of) it received an offer concerning the Shares and first learned of this investment in the state or other jurisdiction listed in the address of such Purchaser on is an "Accredited Investor" as such term is defined in Rule 501(a) promulgated under the attached EXHIBIT 1.01 hereto. The Purchasers' representations under this Section 1.04, however, shall not limit or modify the representations and warranties of the Company in Article III of this Agreement or the right of the Purchasers to rely thereonSecurities Act. The acquisition by each Purchaser of the Shares Securities acquired by it shall constitute a confirmation as of the date of such acquisition of the representations and warranties made herein by each such Purchaser. Each Purchaser understands that as at the Shares have not been registered under the Securities Act, or the securities laws date of any State by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 506 promulgated under the Securities Act, and applicable State securities lawssuch acquisition. Each of the Purchasers further represents that it understands and agrees that Company has no current obligation to register the Shares and that, until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all Securities and certificates evidencing any of the Warrant 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 lawsTHE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. These securities have been acquired for investment and not with a view to distribution or resaleTHESE SECURITIES MAY NOT BE SOLD, and may not be soldMORTGAGED, mortgagedPLEDGED, pledgedHYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, hypothecated or otherwise transferred without an effective registration statement for such securities under the Securities Act of 1933 and applicable State securities lawsAS AMENDED, unless the holder shall have obtained an opinion of counsel satisfactory to the issuer of these securities as to the availability of an exemption from the registration provisions of the Securities Act of 1933 and applicable State securities lawsAND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS." The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by each Purchaser with the intent that they be relied upon in determining its suitability as a purchaser of the Shares."

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants severally, but not jointly, that (a) it is acquiring 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, or in connection with, subdivision, distribution or resale thereof in violation of any State or Federal securities laws; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (as defined in Article VI hereof); (d) it has taken no action which would give rise to any claim by any other person for any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (ed) the individual executing this Agreement has appropriate authority to act on behalf of such Purchaser; (f) it was not specifically formed to acquire the Shares subscribed for hereby; (g) it understands that there is no market for the Shares and that there is no assurance that such a market will develop and the Purchaser has no present need for liquidity with respect had the opportunity to its investment; (h) it is able to bear the economic risk ask questions of its investment for an indefinite period and receive answers from representatives of time and can afford a complete loss of its investment; (i) it has sufficient knowledge and experience investing in companies similar to the Company in concerning the terms of the Company's early stage offering of development the Preferred Shares and it understands that an investment in to obtain additional information concerning the Company involves a very high degree of risk and it its business; and (e) such Purchaser has taken full cognizance of and understands such risks; (j) it has such knowledge and experience in financial and business matters that it is capable of evaluating the ability to evaluate the merits and risks of an investment in the Company, has evaluated such risks and has determined that the Shares are a suitable investment for it; (k) it understands that no Federal or State agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Shares; (l) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and has received from the Company all such information concerning the Company as it has requested; (m) it has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Purchaser; (n) its overall commitment to investments which are not readily marketable is not disproportionate to the net worth of the Purchaser, and the Purchaser's investment in the Shares will not cause such overall commitment to become excessive; and (o) it received an offer concerning the Preferred Shares and first learned of this investment in can bear the state or other jurisdiction listed in the address economic risks of such Purchaser on the attached EXHIBIT 1.01 hereto. The Purchasers' representations under this Section 1.04, however, shall not limit or modify the representations and warranties of the Company in Article III of this Agreement or the right of the Purchasers to rely thereoninvestment. The acquisition by each Purchaser of the Preferred Shares acquired by it shall constitute a confirmation as of the date of such acquisition of the representations and warranties made herein by each such Purchaser. Each Purchaser understands that as at the Shares have not been registered under the Securities Act, or the securities laws date of any State by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 506 promulgated under the Securities Act, and applicable State securities lawssuch acquisition. Each of the Purchasers further represents that it understands and agrees that Company has no current obligation to register the Shares and that, until registered under 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, 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 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES 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 resaleAND APPLICABLE STATE SECURITIES LAWS, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such securities under the Securities Act of OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 and applicable State securities laws, unless the holder shall have obtained an opinion of counsel satisfactory to the issuer of these securities as to the availability of an exemption from the registration provisions of the Securities Act of 1933 and applicable State securities lawsAND APPLICABLE STATE SECURITIES LAWS." The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by each Purchaser with the intent that they be relied upon in determining its suitability as a purchaser of the Shares."

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants severally, but not jointly, to the Company (provided that such representations and warranties do not lessen or obviate the representations and warranties of the Company set forth in this Agreement) that (a) it such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”); (b) such Purchaser is acquiring the Shares, Shares for its such Purchaser’s 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, or in connection with, subdivision, to distribution or resale thereof in violation of any State or Federal securities lawsthereof; (bc) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the such Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the such Purchaser; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (as defined in Article VI hereof); (d) it such Purchaser has taken no action which would give rise to any claim by any other person for any other person for any brokerage commissions, finders' ’ fees or the like relating to this Agreement or the transactions contemplated hereby; hereby and (e) the individual executing this Agreement has appropriate authority to act on behalf of such Purchaser; (f) it was not specifically formed to acquire the Shares subscribed for hereby; (g) it understands that there is no market for the Shares and that there is no assurance that such a market will develop and the Purchaser has no present need for liquidity with respect to its investment; (h) it is able to bear the economic risk of its investment for an indefinite period of time and can afford a complete loss of its investment; (i) it has sufficient knowledge and experience investing in companies similar to the Company in terms of the Company's early stage of development and it understands that an investment in the Company involves a very high degree of risk and it has taken full cognizance of and understands such risks; (j) it has such knowledge and experience in financial finance and business matters that he, she or it is capable of evaluating the risks and merits and risks of an his, her or its investment in the Company, has evaluated such risks Company and has determined that the Shares are a suitable investment for it; (k) it understands that no Federal or State agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Shares; (l) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and has received from the Company all such information concerning the Company as it has requested; (m) it has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Purchaser; (n) its overall commitment to investments which are not readily marketable is not disproportionate to the net worth of the Purchaser, and the Purchaser's investment in the Shares will not cause such overall commitment to become excessive; and (o) it received an offer concerning the Shares and first learned of this investment in the state or other jurisdiction listed in the address of such Purchaser on is able financially to bear the attached EXHIBIT 1.01 heretorisks thereof. The Purchasers' representations under this Section 1.04, however, shall not limit or modify the representations and warranties of the Company in Article III of this Agreement or the right Each of the Purchasers further represents and warrants severally, but not jointly, to rely thereon. The the Company that, to the extent any Purchaser, or if applicable, any of such Purchaser’s shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, are subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3), the acquisition by each Purchaser of the Purchasers of the Shares acquired by it will not subject the Company to any Disqualification Event. Furthermore the acquisition by each Purchaser shall constitute a confirmation as of the date of such acquisition of the representations and warranties made herein by each such Purchaser. Each Purchaser understands that as at the Shares have not been registered under the Securities Act, or the securities laws date of any State by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 506 promulgated under the Securities Act, and applicable State securities lawssuch acquisition. Each of the Purchasers further represents that it understands and agrees that Company has no current obligation to register the Shares and that, until registered under 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, whether upon initial issuance or upon any transfer thereof, Series D Preferred Stock 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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. These securities have been acquired for investment and not with a view to distribution or resaleTHESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, and may not be soldAND MAY NOT BE SOLD, mortgagedMORTGAGED, pledgedPLEDGED, hypothecated or otherwise transferred without an effective registration statement for such securities under the Securities Act of 1933 and applicable State securities lawsHYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT, unless the holder shall have obtained an opinion of counsel satisfactory to the issuer of these securities as to the availability of an exemption from the registration provisions of the Securities Act of 1933 and applicable State securities lawsAND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS." The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by each Purchaser with the intent that they be relied upon in determining its suitability as a purchaser of the Shares.”

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants severally, but not jointly, that that: (a) it is acquiring an “accredited investor” within the Sharesmeaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”); (b) it will acquire the Series D Preferred Stock to be acquired by it for its own account and that the Shares such Series D Preferred Stock are being and will be acquired by it for the purpose of investment and not with a view to, or in connection with, subdivision, to distribution or resale thereof in violation of any State or Federal securities lawsthereof; (bc) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the such Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the such Purchaser; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (as defined in Article VI hereof); (d) it has taken understands that the Series D Preferred Stock have not been registered under the Securities Act, and that no action which would give rise to any claim by any other person trading market exists for any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated herebysuch securities; (e) the individual executing this Agreement has appropriate authority to act on behalf of such Purchaser; (f) it was not specifically formed to acquire the Shares subscribed for hereby; (g) it understands that there is no market for the Shares and that there is no assurance that such a market will develop and the Purchaser has no present need for liquidity with respect to its investment; (h) it is able to bear the economic risk of its investment for an indefinite period of time and can afford a complete loss of its investment; (i) it has sufficient knowledge and experience investing in companies similar to the Company in terms of the Company's early stage of development and it understands that an investment in the Company involves a very high degree of risk and it has taken full cognizance of and understands such risks; (j) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company, has evaluated such risks and has determined that the Shares are a suitable investment for it; (k) it understands that no Federal reviewed or State agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Shares; (l) it has had an opportunity to discuss the Company's businessask questions of, management and financial affairs with the Company's management and has received from to receive answers from, the Company all such information concerning the Company as it has requested; (m) it has consulted and its own attorneyrepresentatives, accountant or investment advisor with respect to the investment contemplated hereby Company and the terms and conditions of this transaction, and it confirms that, to its suitability for the Purchaser; (n) its overall commitment to investments which are not readily marketable is not disproportionate knowledge, all information, documents, records and books pertaining to the net worth of the Purchaser, Company and the Purchaser's ’s investment in the Shares will not cause such overall commitment Company requested by the Purchaser have been made available or delivered to become excessiveit to the Purchaser’s full satisfaction; and (o) it received an offer concerning the Shares and first learned of this investment in the state or other jurisdiction listed in the address of such Purchaser on the attached EXHIBIT 1.01 hereto. The Purchasers' representations under this Section 1.04provided, however, shall that the foregoing does not limit or modify the representations and warranties of the Company in Article III of this Agreement or the right of the Purchasers such Purchaser to rely thereon; (f) 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; (g) it has no claims against the Company, whether in tort, contract or otherwise; (h) it has had an opportunity to consult with an attorney of its own choosing prior to signing this Agreement; and (i) to the extent that the Purchaser is a resident of the United Kingdom or would otherwise be subject to the FPO, the Purchaser is either a person of a kind described in Article 19 (Investment Professionals), Article 48 (Certified High Net Worth Individuals), Article 49 (High Net Worth Companies, Unincorporated Association etc), and/or Article 50 (Sophisticated Investors) of the FPO, as presently in effect. The acquisition by each Purchaser of the Shares Series D Preferred Stock acquired by it shall constitute a confirmation as of the date of such acquisition of the representations and warranties made herein by each such Purchaser. Each Purchaser understands that as at the Shares have not been registered under the Securities Act, or the securities laws date of any State by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 506 promulgated under the Securities Act, and applicable State securities lawssuch acquisition. Each of the Purchasers further represents that it understands and agrees that Company has no current obligation to register the Shares and that, until registered under the Securities Act 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, whether upon initial issuance or upon any transfer thereof, Series D Preferred Stock 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“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. These securities have been acquired for investment and not with a view to distribution or resaleTHESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, and may not be soldAND MAY NOT BE SOLD, mortgagedMORTGAGED, pledgedPLEDGED, hypothecated or otherwise transferred without an effective registration statement for such securities under the Securities Act of 1933 and applicable State securities lawsHYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, unless the holder shall have obtained an opinion of counsel satisfactory to the issuer of these securities as to the availability of an exemption from the registration provisions of the Securities Act of 1933 and applicable State securities lawsAS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS." The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by each Purchaser with the intent that they be relied upon in determining its suitability as a purchaser of the Shares.”

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants severally, but not jointly, that that: (a) it is acquiring an "accredited investor" within the Sharesmeaning of Rule 501 under the Securities Act of 1933, as amended (the "Securities Act"); (b) it will acquire the Series D Preferred Stock and the Warrants to be acquired by it for its own account and that the Shares such Series D Preferred Stock and Warrants are being and will be acquired by it for the purpose of investment and not with a view to, or in connection with, subdivision, to distribution or resale thereof in violation of any State or Federal securities lawsthereof; (bc) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the such Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the such Purchaser; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (as defined in Article VI hereof); (d) it understands that the Series D Preferred Stock and the Warrants have not been registered under the Securities Act, and that no trading market exists for such securities; (e) it has reviewed or has had an opportunity to ask questions of, and to receive answers from, the Company and its representatives, with respect to the Company and the terms and conditions of this transaction, and it confirms that, to its knowledge, all information, documents, records and books pertaining to the Company and the Purchaser's investment in the Company requested by the Purchaser have been made available or delivered to it to the Purchaser's full satisfaction; provided, however, that the foregoing does not limit or modify the representations and warranties of the Company in Article III of this Agreement or the right of such Purchaser to rely thereon; and (f) except with respect to Ridgecrest, as applicable and as further set forth in Section 5.13 hereto, it has taken no action which would give rise to any claim by any other person for any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) the individual executing this Agreement has appropriate authority to act on behalf of such Purchaser; (f) it was not specifically formed to acquire the Shares subscribed for hereby; (g) it understands that there is no market for the Shares and that there is no assurance that such a market will develop and the Purchaser has no present need for liquidity with respect to its investment; (h) it is able to bear the economic risk of its investment for an indefinite period of time and can afford a complete loss of its investment; (i) it has sufficient knowledge and experience investing in companies similar to the Company in terms of the Company's early stage of development and it understands that an investment in the Company involves a very high degree of risk and it has taken full cognizance of and understands such risks; (j) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company, has evaluated such risks and has determined that the Shares are a suitable investment for it; (k) it understands that no Federal or State agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Shares; (l) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and has received from the Company all such information concerning the Company as it has requested; (m) it has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Purchaser; (n) its overall commitment to investments which are not readily marketable is not disproportionate to the net worth of the Purchaser, and the Purchaser's investment in the Shares will not cause such overall commitment to become excessive; and (o) it received an offer concerning the Shares and first learned of this investment in the state or other jurisdiction listed in the address of such Purchaser on the attached EXHIBIT 1.01 hereto. The Purchasers' representations under this Section 1.04, however, shall not limit or modify the representations and warranties of the Company in Article III of this Agreement or the right of the Purchasers to rely thereon. The acquisition by each Purchaser of the Shares Series D Preferred Stock and the Warrants acquired by it shall constitute a confirmation as of the date of such acquisition of the representations and warranties made herein by each such Purchaser. Each Purchaser understands that as at the Shares have not been registered under the Securities Act, or the securities laws date of any State by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 506 promulgated under the Securities Act, and applicable State securities lawssuch acquisition. Each of the Purchasers further represents that it understands and agrees that Company has no current obligation to register the Shares and that, until registered under the Securities Act 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, whether upon initial issuance or upon any transfer thereof, Series D Preferred Stock and all Warrants 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 lawsTHE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. These securities have been acquired for investment and not with a view to distribution or resaleTHESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, and may not be soldAND MAY NOT BE SOLD, mortgagedMORTGAGED, pledgedPLEDGED, hypothecated or otherwise transferred without an effective registration statement for such securities under the Securities Act of 1933 and applicable State securities lawsHYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, unless the holder shall have obtained an opinion of counsel satisfactory to the issuer of these securities as to the availability of an exemption from the registration provisions of the Securities Act of 1933 and applicable State securities lawsAS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS." The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by each Purchaser with the intent that they be relied upon in determining its suitability as a purchaser of the Shares."

Representations and Warranties by the Purchasers. Each of the Purchasers represents and warrants severally, but not jointly, that (a) it is acquiring 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, or in connection with, subdivision, distribution or resale thereof in violation of any State or Federal securities laws; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act (as defined in Article VI hereof); (d) it has taken no action which would give rise to any claim by any other person for any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) the individual executing this Agreement has appropriate authority to act on behalf of such Purchaser; (f) it was not specifically formed to acquire the Shares subscribed for hereby; (g) it understands that there is no market for the Shares and that there is no assurance that such a market will develop and the Purchaser has no present need for liquidity with respect to its investment; (h) it is able to bear the economic risk of its investment for an indefinite period of time and can afford a complete loss of its investment; (i) it has sufficient knowledge and experience investing in companies similar to the Company in terms of the Company's early stage of development and it understands that an investment in the Company involves a very high degree of risk and it has taken full cognizance of and understands such risks; (j) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company, has evaluated such risks and has determined that the Shares are a suitable investment for it; (k) it understands that no Federal or State agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Shares; (l) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and has received from the Company all such information concerning the Company as it has requested; (m) it has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Purchaser; (n) its overall commitment to investments which are not readily marketable is not disproportionate to the net worth of the Purchaser, and the Purchaser's investment in the Shares will not cause such overall commitment to become excessive; and (o) it received an offer concerning the Shares and first learned of this investment in the state or other jurisdiction listed in the address of such Purchaser on the attached EXHIBIT Exhibit 1.01 hereto. The Purchasers' representations under this Section 1.04, however, shall not limit or modify the representations and warranties of the Company in Article III of this Agreement or the right of the Purchasers to rely thereon. The acquisition by each Purchaser of the Shares acquired by it shall constitute a confirmation as of the date of such acquisition of the representations and warranties made herein by each such Purchaser. Each Purchaser understands that the Shares have not been registered under the Securities Act, or the securities laws of any State by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Securities Act, and applicable State securities laws. Each of the Purchasers further represents that it understands and agrees that Company has no current obligation to register the Shares and that, until registered under 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, 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, unless the holder shall have obtained an opinion of counsel satisfactory to the issuer of these securities as to the availability of an exemption from the registration provisions of the Securities Act of 1933 and applicable State securities laws." Such opinion of counsel referred to in the foregoing legend shall be at the sole expense of the Company. The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by each Purchaser with the intent that they be relied upon in determining its suitability as a purchaser of the Shares.