Common use of Reliance on Exemptions; Acquisition for Own Account Clause in Contracts

Reliance on Exemptions; Acquisition for Own Account. (a) The Purchaser understands that the Secondary Shares are being offered and sold to the Purchaser in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Seller is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Secondary Shares. (b) The Purchaser is a company not formed for the specific purpose of acquiring the Secondary Shares, with total assets in excess of $5,000,000. The Secondary Shares have not been offered or sold to the Purchaser by any form of "general solicitation" or "general advertising", each as defined in Rule 502(c) of Regulation D under the Securities Act. (c) The Purchaser is acquiring the Secondary Shares for its own account and for investment purposes only and with no present intention of distributing any of the Secondary Shares or any arrangement or understanding with any other persons regarding the distribution of the Secondary Shares. The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Secondary Shares except in compliance with the Securities Act (including pursuant to an exemption from the registration requirements thereof), the rules and regulations thereunder and any applicable state securities laws. The Purchaser has, in connection with its decision to purchase the Secondary Shares, not relied upon any representations or other information (whether oral or written) other than the representations and warranties of the Seller contained herein and the representations and warranties of the Company contained in the Company Purchase Agreement.

Reliance on Exemptions; Acquisition for Own Account. (a) The Purchaser understands that the Secondary Shares are being offered and sold to the Purchaser in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Seller is relying upon the truth and accuracy of, and the Purchaser's ’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Secondary Shares. (b) The Purchaser is a company not formed for the specific purpose of acquiring the Secondary Shares, with total assets in excess of $5,000,000. The Secondary Shares have not been offered or sold to the Purchaser by any form of "“general solicitation" ” or "“general advertising"”, each as defined in Rule 502(c) of Regulation D under the Securities Act. (c) The Purchaser is acquiring the Secondary Shares for its own account and for investment purposes only and with no present intention of distributing any of the Secondary Shares or any arrangement or understanding with any other persons regarding the distribution of the Secondary Shares. The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Secondary Shares except in compliance with the Securities Act (including pursuant to an exemption from the registration requirements thereof), the rules and regulations thereunder and any applicable state securities laws. The Purchaser has, in connection with its decision to purchase the Secondary Shares, not relied upon any representations or other information (whether oral or written) other than the representations and warranties of the Seller contained herein and the representations and warranties of the Company contained in the Company Purchase Agreement.