Common use of Purchase of Shares of Common Stock Clause in Contracts

Purchase of Shares of Common Stock. The Seller and Buyer agree and understand that the consummation of this Agreement including the sale of the Shares to the Buyer as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. The Seller and Buyer agree such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired. (a) The parties accept, and concur in, the following representations and warranties: (i) The Buyer acknowledges that neither the Commission nor the securities commission of any state or other federal agency has made any determination as to the merits of acquiring the Shares, and that this transaction involves certain risks. (ii) The Buyer has received and read the Agreement and understand the risks related to the consummation of the transactions herein contemplated. (iii) The Buyer has such knowledge and experience in business and financial matters that it is capable of evaluating each business. (iv) The Buyer has been provided with copies of all materials and information requested by Buyer or its representatives, including any information requested to verify any information furnished (to the extent such information is available or can be obtained without unreasonable effort or expense), and the parties have been provided the opportunity for direct communication regarding the transactions contemplated hereby. (v) All information which the Buyer has provided to the Seller or their representatives concerning its suitability and intent to hold the Shares following the transactions contemplated hereby is complete, accurate, and correct. (vi) The Buyer has not offered or sold any securities of the Company or interest in this Agreement and has no present intention of dividing the Shares to be received or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of such stock or rights, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance. (vii) The Buyer understands that the Shares have not been registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions not involving any public offering and that any disposition of the subject Shares may, under certain circumstances, be inconsistent with this exemption. (viii) The Buyer acknowledges that the Shares must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Company is not under any obligation to register the Shares under the Securities Act. The Company is not under any obligation to make Rule 144 available. The Company’s registrar and transfer agents will maintain a stop transfer order against transfer of the Shares, and the certificates representing the Shares will bear a legend in substantially the following form so restricting the sale of such securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. (ix) The Company and Seller may refuse to register further transfers or resales of the Shares, as applicable, in the absence of compliance with Rule 144 unless the Buyer furnishes such Company or Seller with a “no-action” or interpretive letter from the SEC or an opinion of counsel reasonably acceptable to the Company or Seller, as applicable, stating that the transfer is proper. Further, unless such letter or opinion states that the Shares, as applicable, are free of any restrictions under the Securities Act, the Company or Seller, as applicable, may refuse to transfer the securities to any transferee who does not furnish in writing to the Company or Seller, as applicable, the same representations and agree to the same conditions with respect to such Shares as set forth herein. The Company or Seller may also refuse to transfer the Shares, as applicable, if any circumstances are present reasonably indicating that the transferee’s representations are not accurate. (b) In order to more fully document reliance on the exemptions as provided herein, the Seller and Buyer shall execute and deliver to the other, at or prior to the closing, such further letters of representation, acknowledgment, suitability, or the like as the Seller or Buyer and their counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws including but not limited to an investment letter. (c) The Seller and Buyer acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.

Purchase of Shares of Common Stock. The Company and Seller and Buyer agree and understand that the consummation of this Agreement including the sale of the Shares to the Buyer exchange shares of common stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. The Company and Seller and Buyer agree such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired. (a) The parties accept, By signing of this Agreement Seller acknowledges and concur in, makes the following representations and warranties: (i) The Buyer acknowledges that That neither the Commission SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of acquiring the SharesShares and Warrants, and that this transaction involves certain risks. (ii) The Buyer That Seller has received and read the this Agreement and understand understands the risks related to the consummation of the transactions herein contemplated. (iii) The Buyer That Seller has such knowledge and experience in business and financial matters that it is capable of evaluating each the Company's business and GSSI's business. (iv) The Buyer That Seller has been provided with copies of all materials and information requested by Buyer it or its representatives, including any information requested to verify any information furnished (to the extent such information is available or can be obtained without unreasonable effort or expense), and the parties have been provided the opportunity for direct communication regarding the transactions contemplated hereby. (v) All That all information which the Buyer Seller has provided to the Seller Company or their representatives concerning its their suitability and intent to hold the Shares shares in Common Stock following the transactions contemplated hereby is complete, accurate, and correct. (vi) The Buyer That Seller has not offered or sold any securities of the Company or interest in this Agreement and has no present intention of dividing the Shares or Warrants to be received or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of such stock the Shares or rightsWarrants, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstancecircumstance except as set forth in 2.06 above. (vii) The Buyer Seller understands that the Shares and Warrants have not been registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions not involving any public offering and that any disposition of the subject Shares or Warrants may, under certain circumstances, be inconsistent with this exemption. (viii) The Buyer acknowledges exemption and may make Seller an "underwriter," within the meaning of the Securities Act. It is understood that the definition of "underwriter" focuses upon the concept of "distribution" and that any subsequent disposition of the subject Shares and Warrants can only be effected in transactions which are not considered distributions. Generally, the term "distribution" is considered synonymous with "public offering" or any other offer or sale involving general solicitation or general advertising. Under present law, in determining whether a distribution occurs when securities are sold into the public market, under certain circumstances one must be held consider the availability of public information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic risk of their investment, and may not be solda limitation on the number of securities which the stockholder is permitted to sell and on the manner of sale, transferred, or otherwise disposed thereby reducing the potential impact of for value unless they the sale on the trading markets. These criteria are subsequently registered under the Securities Act or an exemption from such registration is available. The Company is not under any obligation to register the Shares set forth specifically in rule 144 promulgated under the Securities Act. The Company is not under any obligation to make Rule 144 available. The Company’s registrar and transfer agents will maintain a stop transfer order against transfer of the Shares, and the certificates representing the Shares will bear a legend in substantially the following form so restricting the sale of such securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. (ix) The Company and Seller may refuse to register further transfers or resales of the Shares, as applicable, in the absence of compliance with Rule 144 unless the Buyer furnishes such Company or Seller with a “no-action” or interpretive letter from the SEC or an opinion of counsel reasonably acceptable to the Company or Seller, as applicable, stating that the transfer is proper. Further, unless such letter or opinion states that the Shares, as applicable, are free of any restrictions under the Securities Act, the Company or Seller, as applicable, may refuse to transfer the securities to any transferee who does not furnish in writing to the Company or Seller, as applicable, the same representations and agree to the same conditions with respect to such Shares as set forth herein. The Company or Seller may also refuse to transfer the Shares, as applicable, if any circumstances are present reasonably indicating that the transferee’s representations are not accurate. (b) In order to more fully document reliance on the exemptions as provided herein, the Seller and Buyer shall execute and deliver to the other, at or prior to the closing, such further letters of representation, acknowledgment, suitability, or the like as the Seller or Buyer and their counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws including but not limited to an investment letter. (c) The Seller and Buyer acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.

Purchase of Shares of Common Stock. The Seller and Buyer agree and understand that the consummation of this Agreement including the sale of the Shares to the Buyer as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. The Seller and Buyer agree such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired. (a) The parties accept, and concur in, the following representations and warranties: (i) The Buyer acknowledges that neither the Commission nor the securities commission of any state or other federal agency has made any determination as to the merits of acquiring the Shares, and that this transaction involves certain risks. (ii) The Buyer has received and read the Agreement and understand the risks related to the consummation of the transactions herein contemplated. (iii) The Buyer has such knowledge and experience in business and financial matters that it he is capable of evaluating each business. (iv) The Buyer has been provided with copies of all materials and information requested by Buyer or its representatives, including any information requested to verify any information furnished (to the extent such information is available or can be obtained without unreasonable effort or expense), and the parties have been provided the opportunity for direct communication regarding the transactions contemplated hereby. (v) All information which the Buyer has provided to the Seller or their representatives concerning its their suitability and intent to hold the Shares shares in Common Stock following the transactions contemplated hereby is complete, accurate, and correct. (vi) The Buyer has not offered or sold any securities of the Company or interest in this Agreement and has no present intention of dividing the Shares to be received or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of such stock or rights, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance. (vii) The Buyer understands that the Shares have not been registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions not involving any public offering and that any disposition of the subject Shares may, under certain circumstances, be inconsistent with this exemption. (viii) The exemption and may make Buyer acknowledges an “underwriter,” within the meaning of the Securities Act. It is understood that the definition of “underwriter” focuses upon the concept of “distribution” and that any subsequent disposition of the subject Shares can only be effected in transactions which are not considered distributions. Generally, the term “distribution” is considered synonymous with “public offering” or any other offer or sale involving general solicitation or general advertising. Under present law, in determining whether a distribution occurs when securities are sold into the public market, under certain circumstances one must be held consider the availability of public information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic risk of their investment, and may not be solda limitation on the number of securities which the stockholder is permitted to sell and on the manner of sale, transferred, or otherwise disposed thereby reducing the potential impact of for value unless they the sale on the trading markets. These criteria are subsequently registered under the Securities Act or an exemption from such registration is available. The Company is not under any obligation to register the Shares set forth specifically in Rule 144 promulgated under the Securities Act. The Company is not under any obligation to make Rule 144 available. The Company’s registrar and transfer agents will maintain a stop transfer order against transfer of the Shares, and the certificates representing the Shares will bear a legend in substantially the following form so restricting the sale of such securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. (ix) The Company and Seller may refuse to register further transfers or resales of the Shares, as applicable, in the absence of compliance with Rule 144 unless the Buyer furnishes such Company or Seller with a “no-action” or interpretive letter from the SEC or an opinion of counsel reasonably acceptable to the Company or Seller, as applicable, stating that the transfer is proper. Further, unless such letter or opinion states that the Shares, as applicable, are free of any restrictions under the Securities Act, the Company or Seller, as applicable, may refuse to transfer the securities to any transferee who does not furnish in writing to the Company or Seller, as applicable, the same representations and agree to the same conditions with respect to such Shares as set forth herein. The Company or Seller may also refuse to transfer the Shares, as applicable, if any circumstances are present reasonably indicating that the transferee’s representations are not accurate. (b) In order to more fully document reliance on the exemptions as provided herein, the Seller and Buyer shall execute and deliver to the other, at or prior to the closing, such further letters of representation, acknowledgment, suitability, or the like as the Seller or Buyer and their counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws including but not limited to an investment letter. (c) The Seller and Buyer acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.

Purchase of Shares of Common Stock. The Seller Company and Buyer AEI Shareholders agree and understand that the consummation of this Agreement including the sale of the Shares to the Buyer exchange shares of common stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. The Seller Company and Buyer AEI Shareholders agree such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired. (a) The parties accept, and concur in, AEI Shareholders acknowledge by signing of this Agreement they each acknowledge the following representations and warranties: (i) The Buyer acknowledges that That neither the Commission SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of acquiring the Sharesshares of Common Stock, and that this transaction involves certain risks. (ii) The Buyer has They have received and read the Agreement and understand the risks related to the consummation of the transactions herein contemplated. (iii) The Buyer has They have such knowledge and experience in business and financial matters that it he is capable of evaluating each business. (iv) The Buyer has They have been provided with copies of all materials and information requested by Buyer them or its their representatives, including any information requested to verify any information furnished (to the extent such information is available or can be obtained without unreasonable effort or expense), and the parties have been provided the opportunity for direct communication regarding the transactions contemplated hereby. (v) All information which the Buyer has they have provided to the Seller Company or their representatives concerning its their suitability and intent to hold the Shares shares in Common Stock following the transactions contemplated hereby is complete, accurate, and correct. (vi) The Buyer has They have not offered or sold any securities of the Company or interest in this Agreement and has no present intention of dividing the Shares shares of Common Stock to be received or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of such stock or rights, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance. (vii) The Buyer understands They have understand that the Shares have shares of Common Stock has not been registered, but are is being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions not involving any public offering and that any disposition of the subject Shares shares of Common Stock may, under certain circumstances, be inconsistent with this exemption. (viii) The Buyer acknowledges exemption and may make each AEI Shareholder an "underwriter," within the meaning of the Securities Act. It is understood that the Shares definition of "underwriter" focuses upon the concept of "distribution" and that any subsequent disposition of the subject shares of Common Stock can only be effected in transactions which are not considered distributions. Generally, the term "distribution" is considered synonymous with "public offering" or any other offer or sale involving general solicitation or general advertising. Under present law, in determining whether a distribution occurs when securities are sold into the public market, under certain circumstances one must be held consider the availability of public information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic risk of their investment, and may not be solda limitation on the number of securities which the stockholder is permitted to sell and on the manner of sale, transferred, or otherwise disposed thereby reducing the potential impact of for value unless they the sale on the trading markets. These criteria are subsequently registered under the Securities Act or an exemption from such registration is available. The Company is not under any obligation to register the Shares set forth specifically in rule 144 promulgated under the Securities Act. The Company is not under any obligation to make Rule 144 available. The Company’s registrar and transfer agents will maintain a stop transfer order against transfer of the Shares, and the certificates representing the Shares will bear a legend in substantially the following form so restricting the sale of such securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. (ix) The Company and Seller may refuse to register further transfers or resales of the Shares, as applicable, in the absence of compliance with Rule 144 unless the Buyer furnishes such Company or Seller with a “no-action” or interpretive letter from the SEC or an opinion of counsel reasonably acceptable to the Company or Seller, as applicable, stating that the transfer is proper. Further, unless such letter or opinion states that the Shares, as applicable, are free of any restrictions under the Securities Act, the Company or Seller, as applicable, may refuse to transfer the securities to any transferee who does not furnish in writing to the Company or Seller, as applicable, the same representations and agree to the same conditions with respect to such Shares as set forth herein. The Company or Seller may also refuse to transfer the Shares, as applicable, if any circumstances are present reasonably indicating that the transferee’s representations are not accurate. (b) In order to more fully document reliance on the exemptions as provided herein, the Seller and Buyer shall execute and deliver to the other, at or prior to the closing, such further letters of representation, acknowledgment, suitability, or the like as the Seller or Buyer and their counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws including but not limited to an investment letter. (c) The Seller and Buyer acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.

Purchase of Shares of Common Stock. The Seller Company and Buyer Xxxxxxx agree and understand that the consummation of this Agreement including the sale of the Shares to the Buyer exchange shares of common stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. The Seller Company and Buyer Xxxxxxx agree such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired. (a) The parties accept, and concur in, Xxxxxxx acknowledges by signing of this Agreement he acknowledges the following representations and warranties: (i) The Buyer acknowledges that That neither the Commission SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of acquiring the Sharesshares of Common Stock, and that this transaction involves certain risks. (ii) The Buyer He has received and read the Agreement and understand understands the risks related to the consummation of the transactions herein contemplated. (iii) The Buyer He has such knowledge and experience in business and financial matters that it he is capable of evaluating each business. (iv) The Buyer He has been provided with copies of all materials and information requested by Buyer them or its their representatives, including any information requested to verify any information furnished (to the extent such information is available or can be obtained without unreasonable effort or expense), and the parties have been provided the opportunity for direct communication regarding the transactions contemplated hereby. (v) All information which the Buyer he has provided to the Seller Company or their its representatives concerning its their suitability and intent to hold the Shares shares in Common Stock following the transactions contemplated hereby is complete, accurate, and correct. (vi) The Buyer He has not offered or sold any securities of the Company or interest in this Agreement and has no present intention of dividing the Shares shares of Common Stock to be received or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of such stock or rights, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance. (vii) The Buyer He understands that the Shares shares of Common Stock have not been registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions not involving any public offering and that any disposition of the subject Shares shares of Common Stock may, under certain circumstances, be inconsistent with this exemption. (viii) The Buyer acknowledges exemption and may make Xxxxxxx an "underwriter," within the meaning of the Securities Act. It is understood that the Shares definition of "underwriter" focuses upon the concept of "distribution" and that any subsequent disposition of the subject shares of Common Stock can only be effected in transactions which are not considered distributions. Generally, the term "distribution" is considered synonymous with "public offering" or any other offer or sale involving general solicitation or general advertising. Under present law, in determining whether a distribution occurs when securities are sold into the public market, under certain circumstances one must be held consider the availability of public information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic risk of their investment, and may not be solda limitation on the number of securities which the stockholder is permitted to sell and on the manner of sale, transferred, or otherwise disposed thereby reducing the potential impact of for value unless they the sale on the trading markets. These criteria are subsequently registered under the Securities Act or an exemption from such registration is available. The Company is not under any obligation to register the Shares set forth specifically in rule 144 promulgated under the Securities Act. The Company is not under any obligation to make Rule 144 available. The Company’s registrar and transfer agents will maintain a stop transfer order against transfer of the Shares, and the certificates representing the Shares will bear a legend in substantially the following form so restricting the sale of such securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. (ix) The Company and Seller may refuse to register further transfers or resales of the Shares, as applicable, in the absence of compliance with Rule 144 unless the Buyer furnishes such Company or Seller with a “no-action” or interpretive letter from the SEC or an opinion of counsel reasonably acceptable to the Company or Seller, as applicable, stating that the transfer is proper. Further, unless such letter or opinion states that the Shares, as applicable, are free of any restrictions under the Securities Act, the Company or Seller, as applicable, may refuse to transfer the securities to any transferee who does not furnish in writing to the Company or Seller, as applicable, the same representations and agree to the same conditions with respect to such Shares as set forth herein. The Company or Seller may also refuse to transfer the Shares, as applicable, if any circumstances are present reasonably indicating that the transferee’s representations are not accurate. (b) In order to more fully document reliance on the exemptions as provided herein, the Seller and Buyer shall execute and deliver to the other, at or prior to the closing, such further letters of representation, acknowledgment, suitability, or the like as the Seller or Buyer and their counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws including but not limited to an investment letter. (c) The Seller and Buyer acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.

Purchase of Shares of Common Stock. The Seller Company and Buyer agree and understand that the consummation of this Agreement including the sale of the Shares shares of Common Stock to the Buyer as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. The Seller Company and Buyer agree such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired. (a) The In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, the signing of this Agreement and the delivery of appropriate separate representations, including the "suitability letter" attached hereto as exhibit "A" shall constitute the parties acceptacceptance of, and concur concurrence in, the following representations and warranties: (i) The Buyer acknowledges that neither the Commission SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of acquiring the Sharesshares of Common Stock, and that this transaction involves certain risks. (ii) The Buyer has received and read the Agreement and understand the risks related to the consummation of the transactions herein contemplated. (iii) The Buyer has such knowledge and experience in business and financial matters that it he is capable of evaluating each business. (iv) The Buyer has been provided with copies of all materials and information requested by Buyer or its their representatives, including any information requested to verify any information infonnation furnished (to the extent such information is available or can be obtained without unreasonable effort or expense), and the parties have been provided the opportunity for direct communication regarding the transactions contemplated hereby. (v) All information which the Buyer has provided to the Seller Company or their representatives concerning its their suitability and intent to hold the Shares shares in Common Stock following the transactions contemplated hereby is complete, accurate, and correct. (vi) The Buyer has not offered or sold any securities of the Company or interest in this Agreement and has no present intention of dividing the Shares shares of Common Stock to be received or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of such stock or rights, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance. (vii) The Buyer understands understand that the Shares have shares of Common Stock has not been registered, but are is being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions not involving any public offering and that any disposition of the subject Shares shares of Common Stock may, under certain circumstances, be inconsistent with this exemption. (viii) The exemption and may make Buyer acknowledges an "underwriter," within the meaning of the Securities Act. It is understood that the Shares definition of "underwriter" focuses upon the concept of "distribution" and that any subsequent disposition of the subject shares of Common Stock can only be effected in transactions which are not considered distributions. Generally, the term "distribution" is considered synonymous with "public offering" or any other offer or sale involving general solicitation or general advertising. Under present law, in determining whether a distribution occurs when securities are sold into the public market, under certain circumstances one must be held consider the availability of public information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic risk of their investment, and may not be solda limitation on the number of securities which the stockholder is permitted to sell and on the manner of sale, transferred, or otherwise disposed thereby reducing the potential impact of for value unless they the sale on the trading markets. These criteria are subsequently registered under the Securities Act or an exemption from such registration is available. The Company is not under any obligation to register the Shares set forth specifically in rule 144 promulgated under the Securities Act. The Company is not under any obligation to make Rule 144 available. The Company’s registrar and transfer agents will maintain a stop transfer order against transfer of the Shares, and the certificates representing the Shares will bear a legend in substantially the following form so restricting the sale of such securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. (ix) The Company and Seller may refuse to register further transfers or resales of the Shares, as applicable, in the absence of compliance with Rule 144 unless the Buyer furnishes such Company or Seller with a “no-action” or interpretive letter from the SEC or an opinion of counsel reasonably acceptable to the Company or Seller, as applicable, stating that the transfer is proper. Further, unless such letter or opinion states that the Shares, as applicable, are free of any restrictions under the Securities Act, the Company or Seller, as applicable, may refuse to transfer the securities to any transferee who does not furnish in writing to the Company or Seller, as applicable, the same representations and agree to the same conditions with respect to such Shares as set forth herein. The Company or Seller may also refuse to transfer the Shares, as applicable, if any circumstances are present reasonably indicating that the transferee’s representations are not accurate. (b) In order to more fully document reliance on the exemptions as provided herein, the Seller and Buyer shall execute and deliver to the other, at or prior to the closing, such further letters of representation, acknowledgment, suitability, or the like as the Seller or Buyer and their counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws including but not limited to an investment letter. (c) The Seller and Buyer acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.

Purchase of Shares of Common Stock. The Seller Company and Buyer agree and understand that the consummation of this Agreement including the sale of the Shares shares of Common Stock to the Buyer as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. The Seller Company and Buyer agree such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired. (a) The In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, the signing of this Agreement and the delivery of appropriate separate representations, including the “suitability letter” attached hereto as exhibit “A” shall constitute the parties acceptacceptance of, and concur concurrence in, the following representations and warranties: (i) The Buyer acknowledges that neither the Commission SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of acquiring the Sharesshares of Common Stock, and that this transaction involves certain risks. (ii) The Buyer has received and read the Agreement and understand the risks related to the consummation of the transactions herein contemplated. (iii) The Buyer has such knowledge and experience in business and financial matters that it he is capable of evaluating each business. (iv) The Buyer has been provided with copies of all materials and information requested by Buyer or its their representatives, including any information requested to verify any information furnished (to the extent such information is available or can be obtained without unreasonable effort or expense), and the parties have been provided the opportunity for direct communication regarding the transactions contemplated hereby. (v) All information which the Buyer has provided to the Seller Company or their representatives concerning its their suitability and intent to hold the Shares shares in Common Stock following the transactions contemplated hereby is complete, accurate, and correct. (vi) The Buyer has not offered or sold any securities of the Company or interest in this Agreement and has no present intention of dividing the Shares shares of Common Stock to be received or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of such stock or rights, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance. (vii) The Buyer understands understand that the Shares have shares of Common Stock has not been registered, but are is being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions not involving any public offering and that any disposition of the subject Shares shares of Common Stock may, under certain circumstances, be inconsistent with this exemptionexemption and may make Buyer an “underwriter,” within the meaning of the Securities Act. It is understood that the definition of “underwriter” focuses upon the concept of “distribution” and that any subsequent disposition of the subject shares of Common Stock can only be effected in transactions which are not considered distributions. Generally, the term "distribution" is considered synonymous with “public offering” or any other offer or sale involving general solicitation or general advertising. Under present law, in determining whether a distribution occurs when securities are sold into the public market, under certain circumstances one must consider the availability of public information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic risk of their investment, and a limitation on the number of securities which the stockholder is permitted to sell and on the manner of sale, thereby reducing the potential impact of the sale on the trading markets. These criteria are set forth specifically in rule 144 promulgated under the Securities Act. (viii) The Buyer acknowledges that the Shares shares of Common Stock must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Company is not under any obligation to register the Shares shares of Common Stock under the Securities Act, except as set forth in this Agreement. The Company is not under any obligation to make Rule rule 144 available, except as may be expressly agreed to by it in writing in this Agreement, and in the event rule 144 is not available, or some other disclosure exemption may be required before Buyer can sell, transfer, or otherwise dispose of such shares of Common Stock without registration under the Securities Act. The Company’s registrar and transfer agents agent will maintain a stop transfer order against the registration or transfer of the Sharesshares of Common Stock, and the certificates representing the Shares shares of Common Stock will bear a legend in substantially the following form so restricting the sale of such securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. (ix) The Company and Seller may refuse to register further transfers or resales of the Shares, as applicable, shares of Common Stock in the absence of compliance with Rule rule 144 unless the Buyer furnishes such furnish the Company or Seller with a “no-action” or interpretive letter from the SEC or an opinion of counsel reasonably acceptable to the Company or Seller, as applicable, stating that the transfer is proper. Further, unless such letter or opinion states that the Shares, as applicable, shares of Common Stock are free of any restrictions under the Securities Act, the Company or Seller, as applicable, may refuse to transfer the securities to any transferee who does not furnish in writing to the Company or Seller, as applicable, the same representations and agree to the same conditions with respect to such Shares shares of Common Stock as set forth herein. The Company or Seller may also refuse to transfer the Shares, as applicable, shares of Common Stock if any circumstances are present reasonably indicating that the transferee’s 's representations are not accurate. (b) In connection with the transaction contemplated by this Agreement, the Company and Buyer shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the states where Buyer reside unless an exemption requiring no filing is available in such jurisdictions, all to the extent and in the manner as may be deemed by such parties to be appropriate. (c) In order to more fully document reliance on the exemptions as provided herein, the Seller Company and Buyer shall execute and deliver to the other, at or prior to the closing, such further letters of representation, acknowledgment, suitability, or the like as the Seller Company or Buyer and their its counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws including but not limited to an investment letter. (cd) The Seller Company and Buyer acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.

Purchase of Shares of Common Stock. The Seller Sellers and Buyer agree and understand that the consummation of this Agreement including the sale of the Shares shares of Common Stock to the Buyer as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. The Seller Sellers and Buyer agree such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired. (a) The In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, the signing of this Agreement and the delivery of appropriate separate representations, including the "suitability letter" attached hereto as exhibit "B" shall constitute the parties acceptacceptance of, and concur concurrence in, the following representations and warranties: (i) The Buyer acknowledges that neither the Commission SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of acquiring the Sharesshares of Common Stock, and that this transaction involves certain risks. (ii) The Buyer has received and read the Agreement and understand the risks related to the consummation of the transactions herein contemplated. (iii) The Buyer has such knowledge and experience in business and financial matters that it he is capable of evaluating each business. (iv) The Buyer has been provided with copies of all materials and information requested by Buyer or its their representatives, including any information requested to verify any information furnished (to the extent such information is available or can be obtained without unreasonable effort or expense), and the parties have been provided the opportunity for direct communication regarding the transactions contemplated hereby. (v) All information which the Buyer has provided to the Seller Sellers or their representatives concerning its their suitability and intent to hold the Shares shares in Common Stock following the transactions contemplated hereby is complete, accurate, and correct. (vi) The Buyer has not offered or sold any securities of the Company or interest in this Agreement and has no present intention of dividing the Shares shares of Common Stock to be received or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of such stock or rights, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance. (vii) The Buyer understands understand that the Shares have shares of Common Stock has not been registered, but are is being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions not involving any public offering and that any disposition of the subject Shares shares of Common Stock may, under certain circumstances, be inconsistent with this exemption. (viii) The exemption and may make Buyer acknowledges an "underwriter," within the meaning of the Securities Act. It is understood that the Shares definition of "underwriter" focuses upon the concept of "distribution" and that any subsequent disposition of the subject shares of Common Stock can only be effected in transactions which are not considered distributions. Generally, the term "distribution" is considered synonymous with "public offering" or any other offer or sale involving general solicitation or general advertising. Under present law, in determining whether a distribution occurs when securities are sold into the public market, under certain circumstances one must be held consider the availability of public information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic risk of their investment, and may not be solda limitation on the number of securities which the stockholder is permitted to sell and on the manner of sale, transferred, or otherwise disposed thereby reducing the potential impact of for value unless they the sale on the trading markets. These criteria are subsequently registered under the Securities Act or an exemption from such registration is available. The Company is not under any obligation to register the Shares set forth specifically in rule 144 promulgated under the Securities Act. The Company is not under any obligation to make Rule 144 available. The Company’s registrar and transfer agents will maintain a stop transfer order against transfer of the Shares, and the certificates representing the Shares will bear a legend in substantially the following form so restricting the sale of such securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. (ix) The Company and Seller may refuse to register further transfers or resales of the Shares, as applicable, in the absence of compliance with Rule 144 unless the Buyer furnishes such Company or Seller with a “no-action” or interpretive letter from the SEC or an opinion of counsel reasonably acceptable to the Company or Seller, as applicable, stating that the transfer is proper. Further, unless such letter or opinion states that the Shares, as applicable, are free of any restrictions under the Securities Act, the Company or Seller, as applicable, may refuse to transfer the securities to any transferee who does not furnish in writing to the Company or Seller, as applicable, the same representations and agree to the same conditions with respect to such Shares as set forth herein. The Company or Seller may also refuse to transfer the Shares, as applicable, if any circumstances are present reasonably indicating that the transferee’s representations are not accurate. (b) In order to more fully document reliance on the exemptions as provided herein, the Seller and Buyer shall execute and deliver to the other, at or prior to the closing, such further letters of representation, acknowledgment, suitability, or the like as the Seller or Buyer and their counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws including but not limited to an investment letter. (c) The Seller and Buyer acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.