Common use of Representations and Warranties of Xxxxxxxx Clause in Contracts

Representations and Warranties of Xxxxxxxx. In connection with the issuance of the Shares and the grant of the Option hereunder, Xxxxxxxx hereby represents and warrants to the Corporation as follows: 3.1 The Shares and the Option are acquired, and any Option Shares Xxxxxxxx may acquire pursuant to the exercise of the Option (the Shares and the Option, together with the Option Shares, collectively, the “Securities”), will be acquired, by Xxxxxxxx for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. 3.2 Xxxxxxxx understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Corporation’s reliance on such exemption is predicated on Xxxxxxxx' representations set forth herein. 3.3 Xxxxxxxx understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. 3.4 Xxxxxxxx has the ability to bear the economic risks of his investment in the Securities. Xxxxxxxx is able, without materially impairing his financial condition, to hold his investment in the Corporation for an indefinite period of time and to suffer a complete loss on his investment. Xxxxxxxx understands and has fully considered for purposes of his investment the risks of his investment and understands that (x) an investment in the Corporation is suitable only for an investor who is able to bear the economic consequences of losing his entire investment, (y) the Corporation has limited financial or operating history, and (z) an investment in the Corporation represents an extremely speculative investment which involves a high degree of risk of loss. 3.5 Xxxxxxxx acknowledges and agrees that all certificates evidencing the Shares and the Option Shares issuable upon the exercise of the Option shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. 3.6 Notwithstanding any action the Corporation takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Xxxxxxxx' responsibility and the Corporation (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate Xxxxxxxx' liability for Tax-Related Items.

Representations and Warranties of Xxxxxxxx. In connection with the issuance of the Shares and the grant of the Option hereunder, Xxxxxxxx hereby represents and warrants to SmarTalk on the Corporation date hereof and on each Investment Closing Date, if any, as follows: 3.1 The Shares x. Xxxxxxxx has been duly incorporated and is validly existing in good standing under the Option are acquired, and any Option Shares Xxxxxxxx may acquire pursuant to the exercise laws of the Option (Cayman Islands, or after the Shares date hereof, under the laws of the jurisdiction of its organization. b. The execution, delivery and the Optionperformance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, together with the Option Sharesits Board of Directors or its stockholders is required. This Agreement has been duly executed and delivered by Xxxxxxxx and, collectivelywhen duly authorized, the “Securities”)executed and delivered by SmarTalk, will be acquireda valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, by Xxxxxxxx for investment for his own accountsubject to bankruptcy, not as a nominee insolvency, reorganization, moratorium and similar laws of general applicability relating to or agent, affecting creditors' rights generally and not with a view to the sale or distribution general principles of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his controlequity. 3.2 x. Xxxxxxxx understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Shares. d. Subject to Section 3.A hereof, Xxxxxxxx understands that the Securities Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Corporation’s reliance on such exemption is predicated on Xxxxxxxx' representations set forth herein. 3.3 Xxxxxxxx understands and agrees that the Securities may not be sold, transferred, re-offered or otherwise disposed of without resold other than pursuant to registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities thereunder or an available exemption from registration therefrom. x. Xxxxxxxx is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act, such Securities must be held indefinitely. 3.4 x. Xxxxxxxx has shall be purchasing the ability Shares for its own account for investment only and not with a view to, or for resale in connection with, the public sale or distribution thereof, except pursuant to bear sales registered under the economic risks of his investment in the Securities. Xxxxxxxx is able, without materially impairing his financial condition, to hold his investment in the Corporation for an indefinite period of time and to suffer a complete loss on his investment. Securities Act. x. Xxxxxxxx understands that the Shares are being or will be offered and has fully considered for purposes sold to it in reliance on specific exemptions from the registration requirements of his investment United States federal securities laws and that SmarTalk is relying on the risks of his investment truth and understands that (x) an investment in the Corporation is suitable only for an investor who is able to bear the economic consequences of losing his entire investment, (y) the Corporation has limited financial or operating historyaccuracy of, and (z) an investment Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the Corporation represents an extremely speculative investment which involves a high degree availability of risk such exemptions and the eligibility of lossXxxxxxxx to acquire the Shares. 3.5 Xxxxxxxx acknowledges and agrees that all certificates evidencing h. The transactions contemplated by this Agreement are not part of a plan or scheme on the Shares and part of Xxxxxxxx, any of its affiliates or any person acting on its or their behalf to evade the Option Shares issuable upon the exercise registration requirements of the Option shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIREDSecurities Act. 3.6 Notwithstanding i. As of the date hereof, Xxxxxxxx intends to purchase any Additional Shares within the Investment Purposes Only exemption of the XXX Xxx, 00 C.F.R Section 802-9 and will take any action required by the Corporation takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Xxxxxxxx' responsibility and the Corporation (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items HSR Act in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate Xxxxxxxx' liability for Tax-Related Itemssuch purchase.

Representations and Warranties of Xxxxxxxx. In connection with the issuance 6.1 Xxxxxxxx is a bona fide resident of the state indicated in the address set forth above, is at least 21 years of age, and is legally competent to execute this Agreement. This Agreement constitutes the legal, valid and binding obligation of Xxxxxxxx enforceable against Xxxxxxxx in accordance with its terms. 6.2 Xxxxxxxx has such knowledge and experience in finance, securities, investments and other business matters so as to be able to evaluate the merits and risks of his investment in the Company. 6.3 Xxxxxxxx has adequate means of providing for his current and foreseeable future needs and has no need for liquidity of his investment in the Company. Xxxxxxxx recognizes and is fully cognizant of the fact that his investment in the Company involves a high degree of risk, and Xxxxxxxx represents that he can afford to bear such risk, including, without limitation, the risk of losing the entire investment. 6.4 Xxxxxxxx has been advised by the Company that (i) none of the Subject Shares have been registered under the Securities Act, and that the Subject Shares will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering, and under similar exemptions under applicable state securities laws; (ii) none of the Subject Shares have been registered or qualified with any federal or state agency or self_regulatory organization, and (iii) the Company's reliance on exemptions from federal and state registration or qualification requirements is based in part upon the representations made by Xxxxxxxx contained in this Agreement. 6.5 Xxxxxxxx has been advised by the Company of, and/or he is otherwise familiar with, the nature of the limitations on the transfer of the Subject Shares imposed by the Securities Act and the grant Rules and Regulations promulgated thereunder. In particular, Xxxxxxxx agrees that no sale, assignment or transfer of any of the Option hereunderSubject Shares shall be valid or effective (and agrees to not so sell, Xxxxxxxx hereby represents and warrants to assign or transfer any of the Corporation as follows: 3.1 The Shares Subject Shares), and the Option are acquiredCompany shall not be required to give any effect to such a sale, and any Option Shares Xxxxxxxx may acquire pursuant to assignment or transfer, unless the exercise sale, assignment or transfer is (i) registered under the Securities Act, it being understood that none of the Option Subject Shares are currently registered for sale; or (ii) made in accordance with all the requirements and limitations of Rule 144 under the Securities Act. Xxxxxxxx acknowledges that the Subject Shares shall be subject to a stop transfer order and that the Optioncertificate or certificates evidencing the Securities shall bear the following legend, together with or a legend substantially similar (and such other legends as may be required by state blue sky laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS (1) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT WITH RESPECT TO THE SECURITIES OR (2) THERE IS AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED OR THAT SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR RULE 144A OF THE ACT. THE SECURITIES REPRESENTED HEREBY WERE ISSUED IN ACCORDANCE WITH A CERTAIN ACCRUED SALARY STOCK CONVERSION AGREEMENT BETWEEN THE HOLDER AND THE ISSUER HEREOF, AND MAY NOT BE TRANSFERRED, SOLD, ENCUMBERED OR OTHERWISE DISPOSED EXCEPT PURSUANT TO THE TERMS OF SUCH AGREEMENT. 6.6 Xxxxxxxx is acquiring the Option Shares, collectively, the “Securities”), will be acquired, by Xxxxxxxx for investment Subject Shares for his own account, not as a nominee or agent, account for investment and not with a view to the sale or distribution thereof or the granting of any part thereof, and he participation therein. Xxxxxxxx has no present intention of sellingdistributing or selling to others any of such interest or granting any participation therein. 6.7 It never has been represented, granting participation inguaranteed or warranted by the Company, the Company's officers, directors, stockholders, employees or agents, or otherwise distributing any other person, whether expressly or by implication, that (i) the sameCompany or Xxxxxxxx will realize any given percentage of profits and/or amount or type of consideration, but subject nevertheless profit or loss as a result of the Company's activities or Xxxxxxxx'x investment; or (ii) the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the Company's activities or the ownership of the Subject Shares. 6.8 Xxxxxxxx is not acquiring the Subject Shares as a result of or subsequent to any requirement advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of law that a share exchange by a person other than a representative of the disposition of his property shall at all times be within his controlCompany with whom Xxxxxxxx had a pre-existing relationship. 3.2 6.9 Xxxxxxxx understands covenants that the Securities have not been registered under in no event will he dispose of any Subject Shares except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws. 6.10 Xxxxxxxx is not relying on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Corporation’s reliance on such exemption is predicated on Xxxxxxxx' representations set forth herein. 3.3 Xxxxxxxx understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. 3.4 Xxxxxxxx has the ability to bear the economic risks of his investment in the Securities. Xxxxxxxx is able, without materially impairing his financial condition, to hold his investment in the Corporation for an indefinite period of time and to suffer a complete loss on his investment. Xxxxxxxx understands and has fully considered for purposes of his investment the risks of his investment and understands that (x) an investment in the Corporation is suitable only for an investor who is able to bear the economic consequences of losing his entire investment, (y) the Corporation has limited financial or operating history, and (z) an investment in the Corporation represents an extremely speculative investment which involves a high degree of risk of loss. 3.5 Xxxxxxxx acknowledges and agrees that all certificates evidencing the Shares and the Option Shares issuable upon the exercise of the Option shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. 3.6 Notwithstanding any action the Corporation takes Company with respect to any or all income tax, social insurance, payroll tax, the tax or other tax-related withholding (“Tax-Related Items”), economic considerations of an investment. 6.11 Xxxxxxxx acknowledges that the ultimate liability for all Tax-Related Items is representations and remains Xxxxxxxx' responsibility agreements made by Xxxxxxxx herein shall survive the execution and delivery of this Agreement and the Corporation (a) makes no representation or undertakings regarding receipt of the treatment Subject Shares. 6.12 Xxxxxxxx agrees to notify the Company promptly of any Tax-Related Items changes in connection with the grant, vesting, or exercise information provided herein by Xxxxxxxx which may occur subsequent to the execution and delivery of the Option or the subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate this Agreement by Xxxxxxxx' liability for Tax-Related Items.

Representations and Warranties of Xxxxxxxx. In connection with the issuance of the Shares and the grant of the Option hereunder, Xxxxxxxx hereby represents and warrants to the Corporation as followsCompany that: 3.1 The 1.1 Xxxxxxxx understands and agrees that the Shares and the Option are acquired, and any Option Shares Xxxxxxxx may acquire acquired pursuant to the exercise of the Option (the Shares and the Option, together with the Option Shares, collectively, the “Securities”), will be acquired, by Xxxxxxxx for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. 3.2 Xxxxxxxx understands that the Securities this Agreement have not been registered under the United States Securities Act of 1933, as amended (the “Securities "1933 Act”), on the basis that the sale of the Securities is exempt ") and are being issued in reliance upon an exemption from registration afforded by Regulation S promulgated under the Securities Act under Section 4(2) thereof, 1933 Act; and that the Corporation’s reliance on such exemption Shares have not been registered with any state securities commission or authority. Xxxxxxxx further understands that pursuant to the requirements of Regulation S the Shares acquired herein may not be transferred, sold, or otherwise exchanged prior to the expiration of forty (40) days from issuance. 1.2 Xxxxxxxx is predicated on Xxxxxxxx' representations not a "U.S. Person" within the meaning of Regulation S. 1.3 Xxxxxxxx acknowledges that he has been afforded access to all material information and publicly-filed documents concerning the Company and has received responses to all questions specifically posed to the Company relevant to Xxxxxxxx'x decision to acquire the Shares. Without limiting the foregoing, Xxxxxxxx has had adequate opportunity to ask questions of, and to have agents ask questions of and receive answers from, responsible officers of the Company and to conduct any other investigation he deems necessary and appropriate concerning acquisition of the Shares. Except as set forth herein, the Company has made no representations or warranties to Xxxxxxxx which have induced, persuaded or stimulated Xxxxxxxx to acquire the Shares hereunder. 3.3 1.4 Xxxxxxxx understands and agrees acknowledges that the Securities Company is relying upon the representations made herein in issuing the Shares hereunder without registration and in reliance upon Regulation S promulgated under the 1933 Act. 1.5 Xxxxxxxx agrees and acknowledges that the Shares have not been registered under the 1933 Act and may not be soldoffered or sold in the United States or to any U.S. Person as defined in Regulation S, transferred, or otherwise disposed of without registration unless the Shares are registered under the Securities Act 1933 Act, or an exemption from such the registration requirements, and that in requirements of the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely1933 Act is available. 3.4 Xxxxxxxx has the ability to bear the economic risks of his investment in the Securities. 1.6 Xxxxxxxx is able, without materially impairing his financial condition, to hold his investment in the Corporation for an indefinite period of time and to suffer a complete loss on his investment. Xxxxxxxx understands and has fully considered for purposes of his investment the risks of his investment and understands that (x) an investment in the Corporation is suitable only for an investor who is able to bear the economic consequences of losing his entire investment, (y) the Corporation has limited financial or operating history, and (z) an investment in the Corporation represents an extremely speculative investment which involves a high degree of risk of loss. 3.5 Xxxxxxxx acknowledges and agrees that all certificates evidencing acquiring the Shares for his own account and not for the Option Shares issuable upon the exercise account or benefit of the Option shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. 3.6 Notwithstanding any action the Corporation takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Xxxxxxxx' responsibility and the Corporation (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items a U.S. Person as defined in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate Xxxxxxxx' liability for Tax-Related Items.Regulation S.

Representations and Warranties of Xxxxxxxx. In connection with Xxxxxxxx represents the issuance of the Shares following to Firer and the grant of the Option hereunder, Xxxxxxxx hereby represents and warrants to the Corporation as followsAcies: 3.1 3.1. The Shares and the Option are acquired, and any Option Shares Xxxxxxxx may acquire pursuant to the exercise of the Option (the Shares and the Option, together with the Option Shares, collectively, the “Securities”), Series A Stock will be acquired, by Xxxxxxxx acquired for investment for his Xxxxxxxx’x own account, not as a nominee or agent, and not with a view to the sale public resale or distribution of any part thereof, and he Xxxxxxxx has no present intention of selling, granting any participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. 3.2 3.2. Xxxxxxxx understands that the Securities have not been registered Series A Stock is characterized as “restricted securities” under the Securities Act of 1933, as amended (the “Securities 1933 Act”), on the basis ) inasmuch as it is being acquired in a transaction not involving a public offering and that the sale of the Securities is exempt from registration under the Securities 1933 Act under Section 4(2) thereof, and that the Corporation’s reliance on applicable regulations thereunder such exemption is predicated on Xxxxxxxx' representations set forth herein. 3.3 Xxxxxxxx understands and agrees that the Securities securities may not be sold, transferred, or otherwise disposed of resold without registration under the Securities 1933 Act only in certain limited circumstances. In this connection, Xxxxxxxx represents that he is familiar with Rule 144 promulgated under the 1933 Act, and understands the resale limitations imposed thereby and by the 1933 Act. 3.3. Xxxxxxxx understands that the certificate representing the Series A Stock, will have placed upon it the following, or similar legend, as well as a legend relating to the Termination Rights: 3.4. Xxxxxxxx acknowledges that the Series A Stock has not been registered under the 1933 Act and that such securities may not be resold unless subsequently registered or an exemption from such registration requirementsis available. In addition, Xxxxxxxx acknowledges that (a) Xxxxxxxx has been granted the opportunity to ask questions of, and receive answers from, representatives of Acies concerning Acies and the terms and conditions of the acquisition of the Series A Stock and to obtain any additional information Xxxxxxxx deems necessary; (b) Xxxxxxxx’x knowledge and experience in financial business matters is such that in Xxxxxxxx is capable of evaluating the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. 3.4 Xxxxxxxx has the ability to bear the economic merits and risks of his the investment in the Securities. Xxxxxxxx is able, without materially impairing his financial condition, to hold his investment in the Corporation for an indefinite period of time and to suffer a complete loss on his investment. Xxxxxxxx understands and has fully considered for purposes of his investment the risks of his investment and understands that (x) an investment in the Corporation is suitable only for an investor who is able to bear the economic consequences of losing his entire investment, (y) the Corporation has limited financial or operating history, and (z) an investment in the Corporation represents an extremely speculative investment which involves a high degree of risk of loss. 3.5 Xxxxxxxx acknowledges and agrees that all certificates evidencing the Shares and the Option Shares issuable upon the exercise of the Option shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. 3.6 Notwithstanding any action the Corporation takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Xxxxxxxx' responsibility and the Corporation (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exerciseSeries A Stock; and (bc) does not commit to structure Xxxxxxxx has carefully reviewed the Option to reduce or eliminate Xxxxxxxx' liability for Tax-Related Itemsterms and provisions of this Agreement and the Exchange Agreement and has evaluated the restrictions and obligations contained herein. Stock Transfer Agreement 3.5. Xxxxxxxx acknowledges that he is an “accredited investor” as such term is defined in Rule 501 under the 1933 Act.