Common use of Representations and Warranties of the Undersigned Clause in Contracts

Representations and Warranties of the Undersigned. The undersigned, in order to induce the Company to accept this Offer, hereby warrants and represents as follows: (A) The undersigned has sufficient liquid assets to sustain a loss of the undersigned's entire investment. (B) The undersigned is an Accredited Investor as that term is defined under Securities Exchange Act of 1933. In general, an "Accredited Investor" is deemed to be an institution with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. Alternatively, the undersigned will satisfy the criteria of the Company that the undersigned is otherwise a qualified investor based upon qualifications, background, sophistication and experience in offerings such as this. (C) The Company has not made any other representations or warranties to the undersigned with respect to the Company or rendered any investment advice except as contained herein. (D) The undersigned has not authorized any person or institution to act as Purchaser Representative for the undersigned (as that term is defined under Securities Exchange Act of 1933 in connection with this transaction. The undersigned has such knowledge and experience in financial, investment and business matters to be capable of evaluating the merits and risks of the prospective investment in the securities of the Company. The undersigned has consulted with such independent legal counsel or other advisers, as the undersigned has deemed appropriate to assist the undersigned in evaluating the proposed investment in the Company. The undersigned represents that he (i) has adequate means of providing for his current financial needs and possible personal contingencies and has no need for liquidity of this investment in the Company; (ii) can afford (to hold securities for an indefinite period of time; and (b) to sustain a complete loss of the entire amount of the purchase price for the Securities; and (iii) has not made an overall commitment to investments which are not readily marketable, which is disproportionate so as to cause such overall commitment to become excessive. The undersigned acknowledges and understands that only the information contained in the prospectus should be relied upon. The undersigned further acknowledges that to the extent necessary, has been afforded the opportunity to ask questions of, and receive satisfactory answers from, the officers and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and that this information is consistent with the information contained in the prospectus. (E) The undersigned acknowledges that the Shares of common stock issuable have been registered under the registration statement Form S-1 under the Securities Act of 1933. Further understands that the undersigned is purchasing all such securities without being furnished any prospectus setting forth all of the information that may be required to be furnished if a prospectus were required to be delivered. (F) The undersigned further acknowledges that this offering has not been passed upon or the merits thereof endorsed or approved by any state or federal authorities. (G) The Securities are being acquired solely for the account of the undersigned for personal investment and not with a view to, or for resale in connection with, any distribution except as may be permitted by federal and state securities laws. By such representation, the undersigned means that no other person has a beneficial interest in the Securities, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Company in connection therewith. The undersigned does not intend to dispose of all or any part of the Securities except in compliance with the provisions of the Act and applicable state securities laws. (H) The undersigned agrees not to sell, transfer, pledge or otherwise dispose of or encumber the Securities except pursuant to the applicable rules and regulations under the Act or applicable state securities laws, and prior to any such sale, transfer, pledge, disposition or encumbrance, the undersigned will, upon request, furnish the Company and its transfer agent with an opinion of counsel satisfactory to the Company in form and substance that registration under the Act and any applicable state securities laws is not required. The undersigned certifies that each of the foregoing representations and warranties set forth in subsections (A) through (H) inclusive of this Section 3 are true as of the date hereof and shall survive such date.

Representations and Warranties of the Undersigned. The undersigned, in order to induce the Company to accept this Offer, hereby warrants and represents as follows: (A) The undersigned has sufficient liquid assets to sustain a loss of the undersigned's entire investment. (B) The undersigned is an Accredited Investor as that term is defined under Securities Exchange Act of 1933. In general, an "Accredited Investor" is deemed to be an institution with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. Alternatively, the undersigned will satisfy the criteria of the Company that the undersigned is otherwise a qualified investor based upon qualifications, background, sophistication and experience in offerings such as this. (C) The Company has not made any other representations or warranties to the undersigned with respect to the Company or rendered any investment advice except as contained herein. (DC) The undersigned has not authorized any person or institution to act as Purchaser Representative for the undersigned (as that term is defined under Securities Exchange Act of 1933 in connection with this transaction. The undersigned has such knowledge and experience in financial, investment and business matters to be capable of evaluating the merits and risks of the prospective investment in the securities of the Company. The undersigned has consulted with such independent legal counsel or other advisers, as the undersigned has deemed appropriate to assist the undersigned in evaluating the proposed investment in the Company. The undersigned represents that he (i) has adequate means of providing for his current financial needs and possible personal contingencies and has no need for liquidity of this investment in the Company; (ii) can afford (to hold securities for an indefinite period of time; and (b) to sustain a complete loss of the entire amount of the purchase price for the Securities; and (iii) has not made an overall commitment to investments which that are not readily marketable, which is disproportionate so as to cause such overall commitment to become excessive. The undersigned acknowledges and understands that only the information contained in the prospectus should be relied upon. The undersigned further acknowledges that to the extent necessary, has been afforded the opportunity to ask questions of, and receive satisfactory answers from, the officers and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and that this information is consistent with the information contained in the prospectus. (ED) The undersigned acknowledges that the Shares of common stock issuable have been registered under the registration statement Form S-1 under the Securities Act of 1933. Further understands that the undersigned is purchasing all such securities without being furnished any prospectus setting forth all of the information that may be required to be furnished if a prospectus were required to be delivered. (FE) The undersigned further acknowledges that this offering has not been passed upon or the merits thereof endorsed or approved by any state or federal authorities. (GF) The Securities are being acquired solely for the account of the undersigned for personal investment and not with a view to, or for resale in connection with, any distribution except as may be permitted by federal and state securities laws. By such representation, the undersigned means that no other person has a beneficial interest in the Securities, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Company in connection therewith. The undersigned does not intend to dispose of all or any part of the Securities except in compliance with the provisions of the Act and applicable state securities laws. (HG) The undersigned agrees not to sell, transfer, pledge or otherwise dispose of or encumber the Securities except pursuant to the applicable rules and regulations under the Act or applicable state securities laws, and prior to any such sale, transfer, pledge, disposition or encumbrance, the undersigned will, upon request, furnish the Company and its transfer agent with an opinion of counsel satisfactory to the Company in form and substance that registration under the Act and any applicable state securities laws is not required. The undersigned certifies that each of the foregoing representations and warranties set forth in subsections (A) through (HG) inclusive of this Section 3 are true as of the date hereof and shall survive such date.

Representations and Warranties of the Undersigned. The undersigned, in order to induce the Company to accept this Offer, hereby warrants and represents as follows: (A) The undersigned has sufficient liquid assets to sustain a loss of the undersigned's entire investment. (B) The undersigned represents that he/she/it is an Accredited Investor as that term is defined in Regulation D promulgated under Securities Exchange Act of 1933the Act. In general, an "Accredited Investor" is deemed to be an institution with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. Alternatively, the undersigned will satisfy the criteria of the Company that the undersigned is otherwise a qualified investor based upon qualifications, background, sophistication and experience in offerings such as this. (C) The Company has not made any other representations or warranties to the undersigned with respect to the Company or rendered any investment advice except as contained hereinadvice. (D) The undersigned has not authorized any person or institution to act as the undersigned's Purchaser Representative for the undersigned (as that term is defined in Regulation D of the General Rules and Regulations under Securities Exchange Act of 1933 the Act) in connection with this transaction. The undersigned has such knowledge and experience in financial, investment and business matters to be that the undersigned is capable of evaluating the merits and risks of the prospective investment in the securities of the Company. The undersigned has consulted with such independent legal counsel or other advisers, as the undersigned has deemed appropriate to assist the undersigned in evaluating the proposed investment in the Company. . (E) The undersigned represents that he the undersigned (i) has adequate means of providing for his the undersigned's current financial needs and possible personal contingencies and has no need for liquidity of this investment in the Company; (ii) can afford (a) to hold unregistered securities for an indefinite period of timetime as required; and (b) to sustain a complete loss of the entire amount of the purchase price for the Securitiessubscription; and (iii) has not made an overall commitment to investments which are not readily marketable, marketable which is disproportionate so as to cause such overall commitment to become excessive. . (F) The undersigned acknowledges and understands that only the information contained in the prospectus should be relied upon. The undersigned further acknowledges that to the extent necessary, has been afforded the opportunity to ask questions of, and receive satisfactory answers from, from the officers and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and to obtain any additional information, to the extent that this the Company possesses such information is consistent with or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained furnished; and has availed himself of such opportunity to the extent the undersigned considers appropriate in order to permit the undersigned to evaluate the merits and risks of an investment in the prospectusCompany. It is understood that all documents, records and books pertaining to this investment have been made available for inspection, and that the books and records of the Company will be available upon reasonable notice for inspection by investor during reasonable business hours at its principal place of business. (E) The undersigned acknowledges that the Shares of common stock issuable have been registered under the registration statement Form S-1 under the Securities Act of 1933. Further understands that the undersigned is purchasing all such securities without being furnished any prospectus setting forth all of the information that may be required to be furnished if a prospectus were required to be delivered. (FG) The undersigned further acknowledges that this offering has not been passed upon or the merits thereof endorsed or approved by any state or federal authorities. (GH) The Securities shares being subscribed for are being acquired solely for the account of the undersigned for personal investment purposes and not with a view to, or for resale in connection with, any distribution except as may in any jurisdiction where such sale or distribution would be permitted by federal and state securities laws. By such representation, the undersigned means that no other person has a beneficial interest in the Securities, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Company in connection therewithprecluded. The undersigned does not intend to dispose of all or any part of the Securities shares except in compliance with the provisions of the Act and applicable state securities laws, and understands that the shares are being offered pursuant to a specific exemption under the provisions of the Act, which exemption(s) depends, among other things, upon the compliance with the provisions of the Act. (HI) The undersigned acknowledges that the undersigned has been provided with copies of the Company's periodic report on Form 10-K for the fiscal year ended December 31, 2002, and 10-Q for the 3 months ended September 30, 2003, as filed with the United States Securities and Exchange Commission. The undersigned acknowledges that the undersigned has reviewed the foregoing. (J) The undersigned hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the shares if required in compliance with the Securities Act or state securities laws: "These securities have not to sellbeen registered under the Securities Act of 1933, transferas amended ("Act"), pledge or any state securities laws and may not be sold or otherwise dispose transferred or disposed of or encumber the Securities except pursuant to the applicable rules and regulations under the Act or applicable state securities laws, and prior to any such sale, transfer, pledge, disposition or encumbrance, the undersigned will, upon request, furnish the Company and its transfer agent with an opinion of counsel satisfactory to the Company in form and substance that effective registration statement under the Act and any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the issuer that an exemption from registration under the act and any applicable state securities laws is not required. available." The undersigned certifies that each of the foregoing representations and warranties set forth in subsections (A) through (HJ) inclusive of this Section 3 are true as of the date hereof and shall survive such date.

Representations and Warranties of the Undersigned. The undersigned, in order to induce the Company us to accept this Offer, hereby warrants and represents as follows: (A) The undersigned has sufficient liquid assets to sustain a loss of the undersigned's entire investment. (B) The undersigned is either an Accredited Investor as that term is defined in Regulation D promulgated under the Securities Exchange Act Act, or a non-accredited investors who is a sophisticated investor and who either alone or with his/her purchaser representatives has such knowledge and experience in financial and business matters that he/she is capable of 1933evaluating the merits and risks of the prospective investment. In general, an "Accredited Investor" is deemed to be an institution with assets in excess of $5,000,000 or individuals an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their his/her spouse. Alternatively, the undersigned will satisfy the criteria of the Company that the undersigned is otherwise a qualified investor based upon qualifications, background, sophistication and experience in offerings such as this. (C) The Company has We have not made any other representations or warranties to the undersigned with respect to the Company Spare Backup, Inc. or rendered any investment advice except as contained hereinadvice. (D) The undersigned has ___ or has not ___ (please check the appropriate box) authorized any person or institution to act as his Purchaser Representative for the undersigned (as that term is defined in Regulation D of the General Rules and Regulations under Securities Exchange Act of 1933 the Act) in connection with this transaction. The undersigned has such knowledge and experience in financial, investment and business matters to be that the undersigned is capable of evaluating the merits and risks of the prospective investment in the securities of the CompanyUnits. The undersigned has consulted with such independent legal counsel or other advisers, advisers as the undersigned has deemed appropriate to assist the undersigned in evaluating the proposed investment in the Company. Units. (E) The undersigned represents that he the undersigned (i) has adequate means of providing for his the undersigned's current financial needs and possible personal contingencies and has no need for liquidity of this investment in the Company; (ii) can afford (a) to hold unregistered securities for an indefinite period of timetime as required; and (b) to sustain a complete loss of the entire amount of the purchase price for the Securitiessubscription; and (iii) has not made an overall commitment to investments which are not readily marketable, marketable which is disproportionate so as to cause such overall commitment to become excessive. . (F) The undersigned acknowledges and understands that only the information contained in the prospectus should be relied upon. The undersigned further acknowledges that to the extent necessary, has been afforded the opportunity to ask questions of, and receive satisfactory answers from, from the officers and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and to obtain any additional information, to the extent that this the Company possesses such information is consistent with or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained furnished; and has availed himself of such opportunity to the extent the undersigned considers appropriate in order to permit the undersigned to evaluate the merits and risks of an investment in the prospectusCompany. It is understood that all documents, records and books pertaining to this investment have been made available for inspection, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. (E) The undersigned acknowledges that the Shares of common stock issuable have been registered under the registration statement Form S-1 under the Securities Act of 1933. Further understands that the undersigned is purchasing all such securities without being furnished any prospectus setting forth all of the information that may be required to be furnished if a prospectus were required to be delivered. (FG) The undersigned further acknowledges that this offering has not been passed upon or the merits thereof endorsed or approved by any state or federal authorities. (GH) The Securities Units being subscribed for are being acquired solely for the account of the undersigned for personal investment and not with a view to, or for resale in connection with, any distribution except as may in any jurisdiction where such sale or distribution would be permitted by federal and state securities lawsprecluded. By such representation, the undersigned means that no other person has a beneficial interest in the SecuritiesUnits, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Company in connection therewith. The undersigned does not intend to dispose of all or any part of the Securities securities underlying the Units except in compliance with the provisions of the Act and applicable state securities laws, and understands that the securities underlying the Units are being offered pursuant to a specific exemption under the provisions of the Act, which exemption(s) depends, among other things, upon the compliance with the provisions of the Act. (HI) The undersigned acknowledges that he has not been provided with any offering literature or other documentation on the Company other than this Memorandum and Subscription Agreement. (J) The undersigned ▇▇▇▇▇▇ agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Common Stock issued as part of the Units and upon any certificates representing shares of Common Stock underlying the Common Stock Purchase Warrants, if required in compliance with the Securities Act or state securities laws: "These securities have not to sellbeen registered under the Securities Act of 1933, transferas amended ("Act"), pledge or any state securities laws and may not be sold or otherwise dispose transferred or disposed of or encumber the Securities except pursuant to the applicable rules and regulations under the Act or applicable state securities laws, and prior to any such sale, transfer, pledge, disposition or encumbrance, the undersigned will, upon request, furnish the Company and its transfer agent with an opinion of counsel satisfactory to the Company in form and substance that effective registration statement under the Act and any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the issuer that an exemption from registration under the act and any applicable state securities laws is not requiredavailable." The undersigned certifies that each of the foregoing representations and warranties set forth in subsections (A) through (J) inclusive of this Section 3 are true as of the date hereof and shall survive such date. The undersigned certifies that each of the foregoing representations and warranties set forth in subsections (A) through (HJ) inclusive of this Section 3 are true as of the date hereof and shall survive such date.

Representations and Warranties of the Undersigned. The undersigned, in order to induce the Company to accept this Offer, hereby warrants and represents as follows: (A) The undersigned has sufficient liquid assets to sustain a loss of the undersigned's entire investment. (B) The undersigned is an Accredited Investor as that term is defined under Securities Exchange Act of 1933. In general, an "Accredited Investor" is deemed to be an institution with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. Alternatively, the undersigned will satisfy the criteria of the Company that the undersigned is otherwise a qualified investor based upon qualifications, background, sophistication and experience in offerings such as this. (C) The Company has not made any other representations or warranties to the undersigned with respect to the Company or rendered any investment advice except as contained herein. (D) The undersigned has not authorized any person or institution to act as Purchaser Representative for the undersigned (as that term is defined under Securities Exchange Act of 1933 in connection with this transaction. The undersigned has such knowledge and experience in financial, investment and business matters to be capable of evaluating the merits and risks of the prospective investment in the securities of the Company. The undersigned has consulted with such independent legal counsel or other advisers, as the undersigned has deemed appropriate to assist the undersigned in evaluating the proposed investment in the Company. The undersigned represents that he (i) has adequate means of providing for his current financial needs and possible personal contingencies and has no need for liquidity of this investment in the Company; (ii) can afford (to hold securities for an indefinite period of time; and (b) to sustain a complete loss of the entire amount of the purchase price for the Securities; and (iii) has not made an overall commitment to investments which that are not readily marketable, which is disproportionate so as to cause such overall commitment to become excessive. The undersigned acknowledges and understands that only the information contained in the prospectus should be relied upon. The undersigned further acknowledges that to the extent necessary, has been afforded the opportunity to ask questions of, and receive satisfactory answers from, the officers and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and that this information is consistent with the information contained in the prospectus. (E) The undersigned acknowledges that the Shares of common stock issuable have been registered under the registration statement Form S-1 under the Securities Act of 1933. Further understands that the undersigned is purchasing all such securities without being furnished any prospectus setting forth all of the information that may be required to be furnished if a prospectus were required to be delivered. (F) The undersigned further acknowledges that this offering has not been passed upon or the merits thereof endorsed or approved by any state or federal authorities. (G) The Securities are being acquired solely for the account of the undersigned for personal investment and not with a view to, or for resale in connection with, any distribution except as may be permitted by federal and state securities laws. By such representation, the undersigned means that no other person has a beneficial interest in the Securities, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Company in connection therewith. The undersigned does not intend to dispose of all or any part of the Securities except in compliance with the provisions of the Act and applicable state securities laws. (H) The undersigned agrees not to sell, transfer, pledge or otherwise dispose of or encumber the Securities except pursuant to the applicable rules and regulations under the Act or applicable state securities laws, and prior to any such sale, transfer, pledge, disposition or encumbrance, the undersigned will, upon request, furnish the Company and its transfer agent with an opinion of counsel satisfactory to the Company in form and substance that registration under the Act and any applicable state securities laws is not required. The undersigned certifies that each of the foregoing representations and warranties set forth in subsections (A) through (H) inclusive of this Section 3 are true as of the date hereof and shall survive such date.

Representations and Warranties of the Undersigned. The undersigned, in order to induce the Company to accept this Offer, hereby warrants and represents as follows: (A) The undersigned has sufficient liquid assets to sustain a loss of the undersigned's entire investment. (B) The undersigned represents that he/she/it is either a Qualified Institutional Buyer as that term is defined under the Securities Act of 1933, as amended (the "Act"), or is an Accredited Investor as that term is defined in Regulation D promulgated under Securities Exchange Act of 1933the Act. In general, an "Accredited Investor" is deemed to be an institution with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. Alternatively, the undersigned will satisfy the criteria of the Company that the undersigned is otherwise a qualified investor based upon qualifications, background, sophistication and experience in offerings such as this. (C) The Company has not made any other representations or warranties to the undersigned with respect to the Company or rendered any investment advice except as contained hereinadvice. (D) The undersigned has not authorized any person or institution to act as the undersigned's Purchaser Representative for the undersigned (as that term is defined in Regulation D of the General Rules and Regulations under Securities Exchange Act of 1933 the Act) in connection with this transaction. The undersigned has such knowledge and experience in financial, investment and business matters to be that the undersigned is capable of evaluating the merits and risks of the prospective investment in the securities of the Company. The undersigned has consulted with such independent legal counsel or other advisers, advisers as the undersigned has deemed appropriate to assist the undersigned in evaluating the proposed investment in the Company. . (E) The undersigned represents that he the undersigned (i) has adequate means of providing for his the undersigned's current financial needs and possible personal contingencies and has no need for liquidity of this investment in the Company; (ii) can afford (a) to hold unregistered securities for an indefinite period of timetime as required; and (b) to sustain a complete loss of the entire amount of the purchase price for the Securitiessubscription; and (iii) has not made an overall commitment to investments which are not readily marketable, marketable which is disproportionate so as to cause such overall commitment to become excessive. . (F) The undersigned acknowledges and understands that only the information contained in the prospectus should be relied upon. The undersigned further acknowledges that to the extent necessary, has been afforded the opportunity to ask questions of, and receive satisfactory answers from, from the officers and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and to obtain any additional information, to the extent that this the Company possesses such information is consistent with or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained furnished; and has availed himself of such opportunity to the extent the undersigned considers appropriate in order to permit the undersigned to evaluate the merits and risks of an investment in the prospectusCompany. It is understood that all documents, records and books pertaining to this investment have been made available for inspection, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. (E) The undersigned acknowledges that the Shares of common stock issuable have been registered under the registration statement Form S-1 under the Securities Act of 1933. Further understands that the undersigned is purchasing all such securities without being furnished any prospectus setting forth all of the information that may be required to be furnished if a prospectus were required to be delivered. (FG) The undersigned further acknowledges that this offering has not been passed upon or the merits thereof endorsed or approved by any state or federal authorities. (GH) The Securities shares being subscribed for are being acquired solely for the account of the undersigned for personal investment purposes and not with a view to, or for resale in connection with, any distribution except as may in any jurisdiction where such sale or distribution would be permitted by federal and state securities laws. By such representation, the undersigned means that no other person has a beneficial interest in the Securities, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Company in connection therewithprecluded. The undersigned does not intend to dispose of all or any part of the Securities shares except in compliance with the provisions of the Act and applicable state securities laws, and understands that the shares are being offered pursuant to a specific exemption under the provisions of the Act, which exemption(s) depends, among other things, upon the compliance with the provisions of the Act. (HI) The undersigned acknowledges that the undersigned has been provided with a Confidential Term Sheet and copies of the Company's periodic report on Form 10- K for the fiscal year ended December 31, 2002, and 10-Q for the 3 months ended September 30, 2003, as filed with the United States Securities and Exchange Commission. The undersigned acknowledges that the undersigned has reviewed the foregoing. (J) The undersigned hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the shares if required in compliance with the Securities Act or state securities laws: "These securities have not to sellbeen registered under the Securities Act of 1933, transferas amended ("Act"), pledge or any state securities laws and may not be sold or otherwise dispose transferred or disposed of or encumber the Securities except pursuant to the applicable rules and regulations under the Act or applicable state securities laws, and prior to any such sale, transfer, pledge, disposition or encumbrance, the undersigned will, upon request, furnish the Company and its transfer agent with an opinion of counsel satisfactory to the Company in form and substance that effective registration statement under the Act and any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the issuer that an exemption from registration under the act and any applicable state securities laws is not required. available." The undersigned certifies that each of the foregoing representations and warranties set forth in subsections (A) through (HJ) inclusive of this Section 3 are true as of the date hereof and shall survive such date.