Representations of the Seller and Shareholder Regarding the Common Shares Issued as the Purchase Price. Seller and Shareholder acknowledge that each are fully apprised and informed of Purchaser’s status as a corporation formed and operating under the laws of the State of Nevada. Further, the Seller and Shareholder acknowledges being informed that Purchaser is a Reporting Company under Sections 13 and 15d of the Securities and Exchange Act of 1934, and understands about the Purchaser’s filing obligations to the Commission thereunder, and acknowledges that the Purchaser is now delinquent in its filing obligations under the 1934 Act. The Seller and Shareholder understand and acknowledge that should the Purchaser fail to cure its delinquency with the Commission, that the Seller and Shareholder’s ability to sell or transfer the Restricted Stock paid as consideration hereunder may be curtailed or prevented altogether, unless the Restricted Shares are registered and made effective by the Commission or found to be eligible under a legal exemption from registration. The Seller and Shareholder acknowledge and understand as a result, that the Restricted Shares must be held indefinitely for long-term investment. The Seller and Shareholder are not acquiring the Restricted Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. The Seller and the Shareholder are acquiring the Restricted Shares for their own account, and not as an underwriter for the Purchaser. Without in any way limiting the representations set forth above, the Seller and the Shareholder further agrees to not make any disposition of all or any portion of the shares of Restricted Shares except in compliance with applicable securities laws. The Seller and the Shareholder acknowledges having had a full and fair opportunity to review the Purchaser’s entire filings with the Commission, as well as any other information about the Purchaser and its present and former business operations, to the extent the Seller and the Shareholder found it prudent and reasonable. The Seller and Shareholder also had a full and fair opportunity to meet and confer with its own legal and financial consultants and advisors regarding their acceptance of the Restricted Stock consideration paid herein. Additionally, The Seller and Shareholder have further had an ample opportunity to ask questions of and receive answ...
