Common use of REPRESENTATIONS BY SUBSCRIBER Clause in Contracts

REPRESENTATIONS BY SUBSCRIBER. Subscriber makes the following representations and warranties: (a) Subscriber has received a copy of the private placement memorandum in connection with the sale of Common Stock hereunder and has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Issuer to verify my understanding of the terms thereof and of the Company's business and status thereof, and that no oral information furnished to the undersigned or my advisors in connection with my participation in the Shares has been in any way inconsistent with other documentary information provided. (b) The Shares are being purchased for Subscriber's own account for long-term investment and not with a view to immediately resell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. Subscriber has such knowledge and experience in financial and business matters that will enable him or her to utilize the information made available in connection with the purchase of the Shares to evaluate the merits and risks of participation and to make an informed investment decision. (d) Subscriber acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the any applicable blue sky laws, in reliance, in part, on the representations, warranties and agreements made herein. (e) Subscriber represents, warrants and agrees that the Company and the officers of the Issuer are under no obligation to register or qualify the participation in the Shares under the Securities Act of 1933, as amended or under any state securities law, or to assist the Subscriber in complying with any exemption from registration and qualification. (f) Subscriber represents that he or she meets the criteria for participation because (i) he or she has a preexisting personal or business relationship with the Issuer or one or more of its partners, officers, directors or controlling persons or (ii) by reason of business or financial experience, or by reason of the business or financial experience of Subscriber's financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Issuer or any affiliate or selling agent of the Issuer, Subscriber is capable of evaluating the risk and merits of an investment in the Shares and of protecting his or her own interests; AND (i) Subscriber has a minimum net worth in excess of $1,000,000, or (ii) Subscriber has income in excess of $200,000 or joint income with his or her spouse in excess of $300,000 in each of the two most recent years, and has a reasonable expectation of reaching the same income level in the current year; or (iii) Subscriber is a director or executive officer of the Issuer; or (iv) if a trust, the trust has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares and the purchase was directed by a sophisticated person as described in the applicable regulations; or (v) if a corporation or partnership, the corporation or partnership has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares; or (vi) if an entity, all of the equity owners meet the criteria for participation set forth in this paragraph. (g) Subscriber acknowledges that investment in the Shares is illiquid, cannot be readily sold as there will not be a public market for the Shares, and Subscriber may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. Investment in the shares is reasonable in relation to Subscriber's net worth. (h) Subscriber acknowledges that the right to transfer the Shares will be restricted unless the transfer is not in violation of the securities laws (including investment suitability standards), that the Issuer will not consent to a transfer of participation in the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant and that the Issuer has the right, in its absolute discretion, to refuse to consent to such transfer.