Common use of Purchase for Own Account; Sophistication Clause in Contracts

Purchase for Own Account; Sophistication. The Seller acknowledges and agrees that the shares of Buyer Common Stock to be acquired by the Seller pursuant to this Agreement will be acquired for investment for the Seller’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. The Seller acknowledges and agrees that the Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third party, with respect to any of the shares of Buyer Common Stock to be received by it pursuant to this Agreement. The Seller represents and warrants that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of owning the shares of Buyer Common Stock to be received by it pursuant to this Agreement. The Seller has the ability to bear the economic risk of the investment in shares of Buyer Common Stock, including complete loss of such investment.

Purchase for Own Account; Sophistication. The Seller Shareholder acknowledges and agrees that the shares of Buyer Public Company Common Stock to be acquired by the Seller Shareholder pursuant to this Agreement will be acquired for investment for the SellerShareholder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Seller Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. The Seller Shareholder acknowledges and agrees that the Seller Shareholder does not presently have any contract, undertaking, agreement or arrangement with any Person person to sell, transfer or grant participations to such Person person or to any third party, with respect to any of the shares of Buyer Public Company Common Stock to be received by it pursuant to this Agreement. The Seller Shareholder represents and warrants that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of owning the shares of Buyer Public Company Common Stock to be received by it pursuant to this Agreement. The Seller Shareholder has the ability to bear the economic risk of the investment in shares of Buyer Public Company Common Stock, including complete loss of such investment.