Common use of Representations of the Holders Clause in Contracts

Representations of the Holders. Each Holder represents and warrants to the Company, as of the date hereof, as follows: (a) It owns its 8% Note, legally and beneficially, free of any Liens (other than restrictions on resale imposed by U.S. or state securities law). (b) It (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the acquisition of the Shares, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to acquire the Shares; (ii) is acquiring the Shares in the ordinary course of its business and for its own account for with no intention of distributing the Shares or any portion thereof or any arrangement or understanding with any other persons regarding the distribution of the Shares, in violation of applicable securities laws; (iii) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) the Shares except in compliance with the Securities Act and any applicable state securities laws; (iv) or its representatives, if any, have been furnished with, or have had access to, all materials relating to the business, finances and operations of the Company (including all reports filed with the Securities and Exchange Commission) and materials relating to the offer and sale of the Shares which have been requested by such Holder; such Holder, or its representatives, if any, have been afforded the opportunity to ask questions of the Company; provided, however, neither such inquiries nor any other due diligence investigations conducted by such Holder, or its representatives, if any, shall modify, amend or affect such Holder’s right to rely on the Company’s representations and warranties contained in Article III above; and (v) understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of its investment, and it is fully aware of and understands all the risks related to its acquisition of the Shares. (c) It understands that the Shares are being offered in transactions not involving any public offering within the meaning of the Securities Act and that the Shares have not been and will not be registered under the Securities Act. (d) It is an “accredited investor” (as defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. (e) It acknowledges that the Company will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and it agrees that if any of the acknowledgements, representations or agreements such Holder is deemed to have made in connection with its acquisition of the Shares is no longer accurate, it shall promptly notify the Company.

Representations of the Holders. Each Holder of the Holders hereby represents and warrants to the Company, as of the date hereof, as follows: (a) It owns its 8% Note, legally and beneficially, free of any Liens (other than restrictions on resale imposed by U.S. or state securities law). (b) It Maker that (i) is knowledgeablethe Incentive Conversion Shares are being accepted by such Holder for the Holder’s account, sophisticated for investment purposes and experienced not with a view to the sale or distribution of all or any part of the Incentive Conversion Shares, nor with any present intention to sell or in makingany way distribute the same, as those terms are used in the Securities Act of 1933, as amended (the “Act”), and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the acquisition of the Shares, rules and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to acquire the Sharesregulations promulgated thereunder; (ii) is such Holder has sufficient knowledge and experience in financial matters so as to be capable of evaluating the merits and risks of acquiring the Shares in the ordinary course of its business and for its own account for with no intention of distributing the Shares or any portion thereof or any arrangement or understanding with any other persons regarding the distribution of the Incentive Conversion Shares, in violation of applicable securities laws; (iii) will notsuch Holder has reviewed copies of such documents and other information as such Holder has deemed necessary in order to make an informed investment decision with respect to the Holder’s acquisition of the Incentive Conversion Shares; (vi) such Holder understands that the Incentive Conversion Shares may not be sold, directly or indirectly, offer, sell, pledge, transfer transferred or otherwise disposed of without registration under the Act or the availability of an exemption therefrom, and that in the absence of an effective registration statement with a current, available prospectus registering the resale of the Incentive Conversion Shares or an available exemption from registration under the Act with respect to such resale, any of the Incentive Conversion Shares without such registration or exemption from registration for resale must be held indefinitely; (v) such Holder understands and has the financial capability of assuming the economic risk of an investment in the Incentive Conversion Shares for an indefinite period of time; (vi) such Holder has been advised by the Maker that the Holder will not be able to dispose of (the Incentive Conversion Shares, or solicit any offers to buyinterest therein, purchase or otherwise acquire or take a pledge of) the Shares except in compliance without first complying with the Securities relevant provisions of the Act and any applicable state securities laws; (ivvii) or its representatives, if any, have been furnished with, or have had access to, all materials relating to the business, finances and operations of the Company (including all reports filed with the Securities and Exchange Commission) and materials relating to the offer and sale of the Shares which have been requested by such Holder; such Holder, or its representatives, if any, have been afforded the opportunity to ask questions of the Company; provided, however, neither such inquiries nor any other due diligence investigations conducted by such Holder, or its representatives, if any, shall modify, amend or affect such Holder’s right to rely on the Company’s representations and warranties contained in Article III above; and (v) understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of its investment, and it is fully aware of and understands all the risks related to its acquisition of the Shares. (c) It Holder understands that the Shares are being offered in transactions not involving any public offering within provisions of Rule 144 promulgated under the meaning Act, permitting the certain sales of the Securities Act securities of certain issuers subject to the terms and conditions thereof, may not currently be, and may not hereafter be, available with respect to the News Shares; (viii) such Holder acknowledges that the Maker is under no obligation to register any of the Incentive Conversion Shares have not been or to furnish any information or take any other action to assist the Holder in complying with the terms and will not conditions of any exemption which might be registered available under the Securities Act. Act or any state securities laws with respect to sales of the New Shares in the future; (dix) It such Holder is an “accredited investor” (as defined in Rule rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. (e) It acknowledges that the Company will rely upon the truth and accuracy of the foregoing acknowledgements, representations Act; and agreements and it agrees that if any of the acknowledgements, representations or agreements (x) such Holder is deemed has full power and authority to have made enter into this Amendment and this Amendment constitutes the Holder’s valid and legally binding obligation, enforceable in connection accordance with its acquisition terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by laws relating to the Shares is no longer accurateavailability of specific performance, it shall promptly notify the Companyinjunctive relief or other equitable remedies.

Representations of the Holders. Each Holder represents and warrants to the Company, as of the date hereof, as follows: (a) It owns its 8% Note, legally and beneficially, free of any Liens (other than restrictions on resale imposed by U.S. or state securities law). (ba) It (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the acquisition of the Convertible Note and Shares, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to acquire the Convertible Note and the Shares; (ii) is acquiring the Shares Convertible Note in the ordinary course of its business and for its own account for with no intention of distributing either the Convertible Note, Shares or any portion thereof or any arrangement or understanding with any other persons regarding the distribution of the Convertible Note or Shares, in violation of applicable securities laws; (iii) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) the Convertible Note and Shares except in compliance with the Securities Act and any applicable state securities laws; (iv) or its representatives, if any, have been furnished with, or have had access to, all materials relating to the business, finances and operations of the Company (including all reports filed with the Securities and Exchange Commission) and materials relating to the offer and sale of the Shares Convertible Note which have been requested by such Holder; such Holder, or its representatives, if any, have been afforded the opportunity to ask questions of the Company; provided, however, neither such inquiries nor any other due diligence investigations conducted by such Holder, or its representatives, if any, shall modify, amend or affect such Holder’s right to rely on the Company’s representations and warranties contained in Article III above; and (v) understands that its investment in the Shares Convertible Note involves a significant degree of risk, including a risk of total loss of its investment, and it is fully aware of and understands all the risks related to its acquisition of the Convertible Note and Shares. (cb) It understands that the Shares Convertible Notes are being offered in transactions not involving any public offering within the meaning of the Securities Act and Act, that the Shares Convertible Notes have not been and will not be registered under the Securities Act. (dc) It is an “accredited investor” (as defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act.; (ed) It acknowledges that the Company will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and it agrees that if any of the acknowledgements, representations or agreements such Holder is deemed to have made in connection with its acquisition of the Shares Convertible Note is no longer accurate, it shall promptly notify the Company.