Common use of Representations of Buyer Clause in Contracts

Representations of Buyer. Buyer hereby represents and warrants to the Company as follows: 6.1 Buyer is aware that its investment in the Company involves a substantial degree of risk, including, but not limited to the following: (i) if the Company fails to meet the maintenance criteria for continued inclusion on the Nasdaq National Market System ("NMS"), including but not limited to, the requirement that the Company maintain minimum net tangible assets of at least $4,000,000 and the requirement that the minimum bid price of the Common Stock is at least $1.00, it may be delisted from the NMS; (ii) the Company has had substantial operating losses for the fiscal year ended December 31, 1997 and for the fiscal quarters ended March 31, 1998, June 30, 1998 and September 30, 1998 and expects to continue to incur losses in the future; (iii) the Company will need additional financing in the future to fund operating losses and for capital investment in its current and proposed business operations; (iv) the Company's development of its internet products is not currently generating sufficient revenue to cover development and operating expenses, and may not be profitable in the future; (v) management and the existing principal stockholders of the Company beneficially own a substantial amount of the outstanding voting stock of the Company and accordingly are in a position to substantially influence the election of all directors of the Company and the vote on matters requiring stockholder approval; and (vi) the Company's success will to a significant extent rely upon the continued services and abilities of Xxxxxxxx Xxxxxxxxx. Buyer acknowledges and is aware that there is no assurance as to the future performance of the Company. 6.2 Buyer is purchasing the Shares, and upon conversion of the Preferred Stock will purchase the underlying common stock ("Underlying Common Stock"), for its own account for investment and not with a view to or in connection with a distribution of the Shares or the Underlying Common Stock, nor with any present intention of selling or otherwise disposing of all or any part of the Shares or the Underlying Common Stock, except as contemplated in Section 8 below. Subject to Section 8 below, Buyer agrees that it must bear the economic risk of its investment because, among other reasons, the Shares and the Underlying Common Stock have not been registered under the Securities Act, or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned, or otherwise disposed of unless and until they are registered under the Securities Act and under applicable securities laws of certain states, or an exemption from such registration is available. 6.3 Buyer has the financial ability to bear the economic risk of its investment in the Company (including its complete loss), has adequate means for providing for its current needs and has no need for liquidity with respect to its investment in the Company. 6.4 Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and has obtained, in its judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. Buyer has had full opportunity to ask questions and receive satisfactory answers concerning all matters pertaining to its investment and all such questions have been answered to its full satisfaction. Buyer has been provided an opportunity to obtain any additional information concerning the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. Buyer has received no representation or warranty from the Company with respect to its investment in the Company, and Buyer has relied solely upon its own investigation in making a decision to invest in the Company. 6.5 Buyer is an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. 6.6 This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights in general or general principles of equity.

Representations of Buyer. Buyer hereby represents and warrants to the Company as follows: 6.1 Buyer is aware that its investment in the Company involves a substantial degree of risk, including, but not limited to the following: (i) if the Company fails to meet the maintenance criteria for continued inclusion on the Nasdaq National Market System ("NMS"), including but not limited to, the requirement that the Company maintain minimum net tangible assets of at least $4,000,000 and the requirement that the minimum bid price of the Common Stock is at least $1.00, it may be delisted from the NMS; (ii) the Company has had substantial operating losses for the fiscal year ended December 31, 1997 1998 and for the fiscal quarters ended March 31, 1998, 1999 and June 30, 1998 and September 30, 1998 1999 and expects to continue to incur losses in the future; (iii) the Company will need additional financing in the future to fund operating losses and for capital investment in its current and proposed business operations; (iv) the Company's development of its internet products is not currently generating sufficient revenue to cover development and operating expenses, and may not be profitable in the future; (v) management and the existing principal stockholders of the Company beneficially own a substantial amount of the outstanding voting stock of the Company and accordingly are in a position to substantially influence the election of all directors of the Company and the vote on matters requiring stockholder approval; and (vi) the Company's success will to a significant extent rely upon the continued services and abilities of Xxxxxxxx Xxxxxxxxx. Buyer acknowledges and is aware that there is no assurance as to the future performance of the Company. 6.2 Buyer is purchasing the Shares, and upon conversion of the Preferred Stock will purchase the underlying common stock ("Underlying Common Stock"), Shares for its own account for investment and not with a view to or in connection with a distribution of the Shares or the Underlying Common StockShares, nor with any present intention of selling or otherwise disposing of all or any part of the Shares or the Underlying Common StockShares, except as contemplated in Section 8 below. Subject to Section 8 below, Buyer agrees that it must bear the economic risk of its investment because, among other reasons, the Shares and the Underlying Common Stock have not been registered under the Securities Act, or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned, or otherwise disposed of unless and until they are registered under the Securities Act and under applicable securities laws of certain states, or an exemption from such registration is available. 6.3 Buyer has the financial ability to bear the economic risk of its investment in the Company (including its complete loss), has adequate means for providing for its current needs and has no need for liquidity with respect to its investment in the Company. 6.4 Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and has obtained, in its judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. Buyer has had full opportunity to ask questions and receive satisfactory answers concerning all matters pertaining to its investment and all such questions have been answered to its full satisfaction. Buyer has been provided an opportunity to obtain any additional information concerning the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. Buyer has received no representation or warranty from the Company with respect to its investment in the Company, and Buyer has relied solely upon its own investigation in making a decision to invest in the Company. 6.5 Buyer is an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. 6.6 The execution, delivery, and performance of this Agreement has been duly authorized by Buyer and no other corporate proceedings on the part of Buyer or its stockholders are required. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights in general or general principles of equity.

Representations of Buyer. Buyer hereby represents and warrants to the Company as follows: 6.1 (a) Buyer is a Limited Partnership organized and existing in good standing under the laws of the State of Delaware and Xxxxxxxx Xxxxxxxxx, an individual residing in the State of New York, is the sole General Partner of Buyer. (b) Buyer is aware that its my investment in the Company involves a substantial degree of risk, including, but not limited to the following: (i) if the Company fails to meet the maintenance criteria for continued inclusion on the Nasdaq National Market System ("NMS"), including but not limited to, the requirement that the Company maintain minimum net tangible assets of at least $4,000,000 and the requirement that the minimum bid price of the Common Stock is at least $1.00, it may be delisted from the NMS; (ii) the Company has had substantial operating losses for the fiscal year ended December 31, 1997 1996 and for the fiscal quarters quarter ended March 31, 1998, June 30, 1998 and September 30, 1998 1997 and expects to continue to incur losses in the future; (ii) the Company has experienced and will continue to experience substantial fluctuations in its operating income (loss) from quarter to quarter and year to year; (iii) the Company will may need additional financing in the future to fund operating losses and for capital investment in its current and proposed business operationslosses; (iv) the Company's development of its internet products is not currently generating sufficient revenue to cover development and operating expenses, and may not be profitable in the future; (v) management and the existing principal stockholders of the Company beneficially own a substantial amount of the outstanding voting stock of the Company and accordingly are in a position to substantially influence the election of all directors of the Company and the vote on matters requiring stockholder approval; and (viv) the Company's success will to a significant extent rely upon the continued services and abilities of Xxxxxxxx Xxxxxxxxx, who is the Chairman and Chief Executive Officer of the Company. Buyer acknowledges acknowledge and is aware that there is no assurance as to the future performance of the Company. 6.2 (c) Buyer is purchasing the Shares, and upon conversion of the Preferred Stock will purchase the underlying common stock ("Underlying Common Stock"), Shares for its his own account for investment and not with a view to or in connection with a distribution of the Shares or the Underlying Common StockShares, nor with any present intention of selling or otherwise disposing of all or any part of the Shares or the Underlying Common StockShares, except as contemplated in Section 8 5.1 below. Subject to Section 8 5.1 below, Buyer agrees that it Buyer must bear the economic risk of its investment because, among other reasons, the Shares and the Underlying Common Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned, or otherwise disposed of unless and until they are registered under the Securities Act and under applicable securities laws of certain states, states or an exemption from such registration is available. Promptly upon Buyer's request, after the expiration of the two-year holding period provided for in the SEC's Rule 144(k), the Company will exchange the Buyer's stock certificate (legended as aforesaid) for a new certificate with no restrictive legends thereon, suitable for transfer in the public securities markets, subject to the Buyer's providing the Company wit such usual and customary representations in connection therewith as the Company may reasonably request. 6.3 (d) Buyer has the financial ability to bear the economic risk of its investment in the Company (including its complete loss), has adequate means for providing for its current needs and personal contingencies and has no need for liquidity with respect to its investment in the Company. 6.4 (e) Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and Buyer has obtained, in its judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. Buyer has had full opportunity to ask questions and receive satisfactory answers concerning all matters pertaining to its investment and all such questions have been answered to its full satisfaction. Buyer has been provided an opportunity to obtain any additional information concerning the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. Buyer has received no representation or warranty from the Company with respect to its investment in the Company, and Buyer has relied solely upon its own investigation in making a decision to invest in the Company.. 35 6.5 (f) Buyer is an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. 6.6 (g) This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights in general or general principles of equity.

Representations of Buyer. Buyer hereby represents and warrants to the Company as follows: 6.1 (a) Buyer is a Limited Partnership organized and existing in good standing under the laws of the State of Delaware and Xxxxxxxx Xxxxxxxxx, an individual residing in the State of New York, is the sole General Partner of Buyer. (b) Buyer is aware that its investment in the Company involves a substantial degree of risk, including, but not limited to the following: (i) if the Company fails to meet the maintenance criteria for continued inclusion on the Nasdaq National Market System ("NMS"), including but not limited to, the requirement that the Company maintain minimum net tangible assets of at least $4,000,000 and the requirement that the minimum bid price of the Common Stock is at least $1.00, it may be delisted from the NMS; (ii) the Company has had substantial operating losses for the fiscal year years ended December 31, 1997 1996 and for the fiscal quarters ended March December 31, 19981997, June 30, 1998 and September 30, 1998 and expects to continue to incur losses in the future; (ii) the Company has experienced and will continue to experience substantial fluctuations in its operating income (loss) from quarter to quarter and year to year; (iii) the Company will may need additional financing in the future to fund operating losses and for capital investment in its current and proposed business operationslosses; (iv) the Company's development of its internet products is not currently generating sufficient revenue to cover development and operating expenses, and may not be profitable in the future; (v) management and the existing principal stockholders of the Company beneficially own a substantial amount of the outstanding voting stock of the Company and accordingly are in a position to substantially influence the election of all directors of the Company and the vote on matters requiring stockholder approval; and (viv) the Company's success will to a significant extent rely upon the continued services and abilities of Xxxxxxxx Xxxxxxxxx, who is the Chairman and Chief Executive Officer of the Company. Buyer acknowledges and is aware that there is no assurance as to the future performance of the Company. 6.2 (c) Buyer is purchasing the Shares, and upon conversion of the Preferred Stock will purchase the underlying common stock ("Underlying Common Stock"), Shares for its his own account for investment and not with a view to or in connection with a distribution of the Shares or the Underlying Common StockShares, nor with any present intention of selling or otherwise disposing of all or any part of the Shares or the Underlying Common StockShares, except as contemplated in Section 8 5.1 below. Subject to Section 8 5.1 below, Buyer agrees that it Buyer must bear the economic risk of its investment because, among other reasons, the Shares and the Underlying Common Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned, or otherwise disposed of unless and until they are registered under the Securities Act and under applicable securities laws of certain states, states or an exemption from such registration is available. Promptly upon Buyer's request, after the expiration of the two-year holding period provided for in the SEC's Rule 144(k), provided that Buyer is not then and for three months prior thereto has not been, an affiliate of the Company within the meaning of the SEC's Rule 144(a), the Company will exchange the Buyer's stock certificate (legended as aforesaid) for a new certificate with no restrictive legends thereon, suitable for transfer in the public securities markets, subject to the Buyer's providing the Company with such usual and customary representations in connection therewith as the Company may reasonably request. 6.3 (d) Buyer has the financial ability to bear the economic risk of its investment in the Company (including its complete loss), has adequate means for providing for its current needs and personal contingencies and has no need for liquidity with respect to its investment in the Company. 6.4 (e) Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and Buyer has obtained, in its judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. Buyer has had full opportunity to ask questions and receive satisfactory answers concerning all matters pertaining to its investment and all such questions have been answered to its full satisfaction. Buyer has been provided an opportunity to obtain any additional information concerning the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. Buyer has received no representation or warranty from the Company with respect to its investment in the Company, and Buyer has relied solely upon its own investigation in making a decision to invest in the Company. 6.5 (f) Buyer is an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. 6.6 (g) This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights in general or general principles of equity.

Representations of Buyer. Buyer hereby represents and warrants to the Company as follows: 6.1 (a) Buyer is aware that its my investment in the Company involves a substantial degree of risk, including, but not limited to the following: (i) if subject to Section 2.6, the Company fails to meet the maintenance criteria for continued inclusion on Company's Common Stock may by removed from the Nasdaq National Market System ("NMS"), including but not limited to, the requirement that since the Company maintain minimum at March 31, 1997 was not in compliance 19 with the requirements for continued inclusion as a result of not meeting the tangible net tangible assets asset requirement of at least Four Million Dollars ($4,000,000 and the requirement that the minimum bid price of the Common Stock is at least $1.00, it may be delisted from the NMS; (ii4,000,000);(ii) the Company has had substantial operating losses for the fiscal year ended December 31, 1997 1996 and for the fiscal quarters quarter ended March 31, 1998, June 30, 1998 and September 30, 1998 1997 and expects to continue to incur losses in the future; (iii) the Company has experienced and will continue to experience substantial fluctuations in its operating income (loss) from quarter to quarter and year to year; (iv) the Company may need additional financing in the future to fund operating losses and for capital investment in its current and proposed business operations; (iv) the Company's development of its internet products is not currently generating sufficient revenue to cover development and operating expenses, and may not be profitable in the futurelosses; (v) management and the existing principal stockholders of the Company beneficially own a substantial amount of the outstanding voting stock of the Company and accordingly are in a position to substantially influence the election of all directors of the Company and the vote on matters requiring stockholder approval; and (vi) the Company's success will to a significant extent rely upon the continued services and abilities of Xxxxxxxx XxxxxxxxxJonathan Steinberg. Buyer acknowledges acknowledge and is aware that there is no assurance as ix xx xxxxxxxxx xx to the future performance of the Company. 6.2 (b) Buyer is purchasing the Shares, and upon conversion of the Preferred Stock will purchase the underlying common stock ("Underlying Common Stock"), Shares for its own account for investment and not with a view to or in connection with a distribution of the Shares or the Underlying Common StockShares, nor with any present intention of selling or otherwise disposing of all or any part of the Shares or the Underlying Common StockShares, except as contemplated in Section 8 5.1 below. Subject to Section 8 5.1 below, Buyer agrees that it Buyer must bear the economic risk of its investment because, among other reasons, the Shares and the Underlying Common Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned, or otherwise disposed of unless and until they are registered under the Securities Act and under applicable securities laws of certain states, states or an exemption from such registration is available. Promptly upon Buyer's request, after the expiration of the two-year holding period provided for in the SEC's Rule 144(k), the Company will exchange the Buyer's stock certificate (legended as aforesaid) for a new certificate with no restrictive legends thereon, suitable for transfer in the public securities markets, subject to the Buyer's providing the Company wit such usual and customary representations in connection therewith as the Company may reasonably request. 6.3 (c) Buyer has the financial ability to bear the economic risk of its investment in the Company (including its complete loss), has adequate means for providing for its current needs and personal contingencies and has no need for liquidity with respect to its investment in the Company. 6.4 (d) Buyer or Buyer's representative has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and Buyer has obtained, in its judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. Buyer has had full opportunity to ask questions and receive satisfactory answers concerning all matters pertaining to its investment and all such questions have been answered to its full satisfaction. Buyer has been provided an opportunity to obtain any additional information concerning the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. Buyer has received no representation or warranty from the Company with respect to its investment in the Company, and Buyer has relied solely upon its own investigation in making a decision to invest in the Company. 6.5 (e) Buyer is an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder.. 20 6.6 (f) This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights in general or general principles of equity.

Representations of Buyer. Buyer hereby represents and warrants to the Company as follows: 6.1 Buyer (a) It is aware that its investment in the Company involves a substantial degree of risk, including, but not limited to the following: (i) if the Company fails to meet the maintenance criteria for continued inclusion on the Nasdaq National Market System ("NMS"), including but not limited to, the requirement that the Company maintain minimum net tangible assets of at least $4,000,000 and the requirement that the minimum bid price of the Common Stock is at least $1.00, it may be delisted from the NMS; (ii) the Company has had substantial operating losses for the fiscal year ended December 31, 1997 and for the fiscal quarters three and nine months ended March 31September 30, 1998, June 30, 1998 and September 30, 1998 and expects to continue to incur losses in the future; (ii) the Company has a significant customer which during the nine months ended September 30, 1998 accounted for approximately 32% of total revenues; (iii) the Company will is developing and introducing new products in its camera control segment and wireless technology segment, which products are subject to the risks of timely, cost effective development, market identification and introduction and customer acceptance; (iv) the Company has and is seeking additional patents for its technologies which may not provide adequate intellectual property protection or may not be granted, thereby subjecting the Company to additional competitive pressures; (v) the consequences of the Company, its vendors and/or customers not being Y2K compliant before December 31, 1999; (vi) the Company may need additional financing in the future to fund development, manufacture and marketing of its products and to fund operating losses and for capital investment in its current and proposed business operationslosses; (iv) the Company's development of its internet products is not currently generating sufficient revenue to cover development and operating expenses, and may not be profitable in the future; (vvii) management and the existing principal stockholders of the Company beneficially own a substantial amount of the outstanding voting stock of the Company and accordingly are in a position to substantially influence the election of all directors of the Company and the vote on matters requiring stockholder approval; and (viviii) the Company's success will to a significant extent rely upon the continued services and abilities of Xxxxxxxx XxxxxxxxxXxxxxxx Xxxxxx and the Company has neither an employment agreement with nor key-man life insurance on Xx. Xxxxxx. Buyer acknowledges and is aware that there is no assurance as to the future performance of the Company. 6.2 (b) Buyer is purchasing the Shares, and upon conversion of the Preferred Stock will purchase the underlying common stock ("Underlying Common Stock"), Shares for its own account for investment and not with a view to or in connection with a distribution of the Shares or the Underlying Common StockShares, nor with any present intention of selling or otherwise disposing of all or any part of the Shares or the Underlying Common Stock, except as contemplated in Section 8 belowShares. Subject to Section 8 below, Buyer agrees understands that it must bear the economic risk of its investment because, among other reasons, the Shares and the Underlying Common Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned, or otherwise disposed of unless and until they are registered under the Securities Act and under applicable securities laws of certain states, states or an exemption from such registration is available. 6.3 (c) Buyer has the financial ability to bear the economic risk of its investment in the Company (Company, including its complete loss), has adequate means for providing for its current needs and has no need for liquidity with respect to its investment in the Company. 6.4 (d) Buyer has such the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and has obtained, in its judgment, obtained sufficient information from the Company to evaluate the merits and risks of an investment in the Company. Buyer has had full opportunity to ask questions and receive satisfactory answers concerning all matters pertaining to its investment and all such questions have been answered to its full satisfaction. Buyer has been provided an opportunity to obtain any additional information concerning the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. Buyer has received no representation or warranty from the Company with respect to its investment in the Company, and . Buyer has relied solely upon its own investigation in making a decision to invest in the Company. 6.5 (e) Buyer is an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. 6.6 (f) This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights in general or general principles of equity.

Representations of Buyer. Buyer hereby represents and warrants to the Company as follows: 6.1 (a) Buyer is aware that its my investment in the Company involves a substantial degree of risk, including, but not limited to the following: (i) if subject to Section 2.6, the Company fails to meet the maintenance criteria for continued inclusion on Company's Common Stock may by removed from the Nasdaq National Market System ("NMS"), including but not limited to, the requirement that since the Company maintain minimum at March 31, 1997 was not in compliance 27 with the requirements for continued inclusion as a result of not meeting the tangible net tangible assets asset requirement of at least Four Million Dollars ($4,000,000 and the requirement that the minimum bid price of the Common Stock is at least $1.00, it may be delisted from the NMS; (ii4,000,000);(ii) the Company has had substantial operating losses for the fiscal year ended December 31, 1997 1996 and for the fiscal quarters quarter ended March 31, 1998, June 30, 1998 and September 30, 1998 1997 and expects to continue to incur losses in the future; (iii) the Company has experienced and will continue to experience substantial fluctuations in its operating income (loss) from quarter to quarter and year to year; (iv) the Company may need additional financing in the future to fund operating losses and for capital investment in its current and proposed business operations; (iv) the Company's development of its internet products is not currently generating sufficient revenue to cover development and operating expenses, and may not be profitable in the futurelosses; (v) management and the existing principal stockholders of the Company beneficially own a substantial amount of the outstanding voting stock of the Company and accordingly are in a position to substantially influence the election of all directors of the Company and the vote on matters requiring stockholder approval; and (vi) the Company's success will to a significant extent rely upon the continued services and abilities of Xxxxxxxx Xxxxxxxxx. Buyer acknowledges acknowledge and is aware that there is no assurance as to the future performance of the Company. 6.2 (b) Buyer is purchasing the Shares, and upon conversion of the Preferred Stock will purchase the underlying common stock ("Underlying Common Stock"), Shares for its own account for investment and not with a view to or in connection with a distribution of the Shares or the Underlying Common StockShares, nor with any present intention of selling or otherwise disposing of all or any part of the Shares or the Underlying Common StockShares, except as contemplated in Section 8 5.1 below. Subject to Section 8 5.1 below, Buyer agrees that it Buyer must bear the economic risk of its investment because, among other reasons, the Shares and the Underlying Common Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned, or otherwise disposed of unless and until they are registered under the Securities Act and under applicable securities laws of certain states, states or an exemption from such registration is available. Promptly upon Buyer's request, after the expiration of the two-year holding period provided for in the SEC's Rule 144(k), the Company will exchange the Buyer's stock certificate (legended as aforesaid) for a new certificate with no restrictive legends thereon, suitable for transfer in the public securities markets, subject to the Buyer's providing the Company wit such usual and customary representations in connection therewith as the Company may reasonably request. 6.3 (c) Buyer has the financial ability to bear the economic risk of its investment in the Company (including its complete loss), has adequate means for providing for its current needs and personal contingencies and has no need for liquidity with respect to its investment in the Company. 6.4 (d) Buyer or Buyer's representative has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and Buyer has obtained, in its judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. Buyer has had full opportunity to ask questions and receive satisfactory answers concerning all matters pertaining to its investment and all such questions have been answered to its full satisfaction. Buyer has been provided an opportunity to obtain any additional information concerning the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. Buyer has received no representation or warranty from the Company with respect to its investment in the Company, and Buyer has relied solely upon its own investigation in making a decision to invest in the Company. 6.5 (e) Buyer is an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder.. 28 6.6 (f) This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights in general or general principles of equity.