Common use of Exemption; Reliance on Representations Clause in Contracts

Exemption; Reliance on Representations. Buyer understands that the offer and sale of the Securities are not being registered under the 1933 Act. Seller and Buyer are relying on the rules governing offers and sales made pursuant to Rule 506 promulgated under Regulation D. The offer and sale of the Shares are made solely within the State and jurisdiction of California.

Exemption; Reliance on Representations. Buyer understands that the --------------------------------------- offer and sale of the Securities are not being registered under the 1933 Act. Seller and Buyer are relying on the rules governing offers and sales made pursuant to Rule 506 promulgated under Regulation D. The offer and sale of the Shares are made solely within the State and jurisdiction of California.