Common use of Representations Regarding the Acquisition of the Shares Clause in Contracts

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands the speculative nature and the risks of investments associated with the Company and confirms that it is able to bear the risk of the investment, and that there may not ever be any public market for the Shares purchased herein; (b) Neither the Company nor any of the Sellers are under an obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares by the Buyer, and Buyer is solely responsible for determining the status, in its hands, of the shares acquired in the transaction and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Shares; (c) The Buyer has had the opportunity to ask questions of the Company and the Sellers and receive additional information from the Company to the extent that the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) all material books and records of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all filings made with the SEC; and, (4) an opportunity to question the appropriate executive officers of the Company and Sellers. (d) The Buyer has sufficient knowledge and experience in financial and business matters, and is sufficiently familiar with investments of the type represented by the Shares, including familiarity with previous private and public purchases of speculative and restricted securities, that it is capable of evaluating the merits and risks associated with purchase of the Shares; (e) In evaluating the merits of the purchase of the Shares, Buyer has relied solely on his, her or its own investigation concerning the Company and has not relied upon any representations provided by the Company or by the Sellers; (f) Buyer understands and acknowledges that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws in reliance upon exemptions provided thereunder and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations, as applicable, and (b) the representations and warranties contained herein are being relied upon by the Company and Seller as a basis for the exemption for the transfer of the Shares pursuant to this Agreement under the registration requirements of the Securities Act and any applicable state securities laws. Buyer is acquiring the Shares for Buyer's own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act; and (g) Buyer is an “accredited investor" within the meaning of Rule 501 promulgated under the Securities Act. .

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands understand that the shares constitute restricted securities as that term is defined in Rule 144 under the Securities Act of 1933 and that such shares may not be sold or transferred in the absence of a registration statement or an available exemption from registration; (b) The Buyers understand the speculative nature and the risks of investments associated with the Company and confirms confirm that it is they are able to bear the risk of the investment, and that there may not ever be any is currently only a limited public market for the Shares purchased herein;shares of the Company and that there is no assurance that an active public market will be established or maintained for the shares of the Company. (bc) Neither the Company nor any of the Sellers are Seller is under an obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares by the BuyerBuyers, and Buyer is Buyers are solely responsible for determining the status, in its their hands, of the shares acquired in the transaction and the availability, if required, of exemptions from registration for purposes of sale resale or transfer of the Shares; (cd) The Buyer has Buyers have had the opportunity to ask questions of the Company and the Sellers Seller and receive additional information from the Company to the extent that the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has Buyers have been given: (1) all material books and records of the Company; (2) all material contracts and documents relating to the proposed transaction; and (3) all filings made with the SEC; and, (4) an opportunity to question the appropriate executive officers of the Company and Sellerseach of the individuals comprising the Seller. (de) The Buyer has Buyers have sufficient knowledge and experience in financial and business matters, and is are sufficiently familiar with investments of the type represented by the Shares, including familiarity with previous private and public purchases of speculative and restricted securities, that it he is capable of evaluating the merits and risks associated with purchase of the Shares;; and (ef) In evaluating the merits of the purchase of the Shares, Buyer has Buyers have relied solely on his, her or its own investigation concerning the Company and has not relied upon any representations provided by the Company or by the Sellers; (f) Buyer understands and acknowledges that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws in reliance upon exemptions provided thereunder and that the Shares may not be transferred or sold Seller except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations, as applicable, and (b) the representations and warranties contained herein are being relied upon by the Company and Seller as a basis for the exemption for the transfer of the Shares pursuant to in this Agreement under the registration requirements of the Securities Act and any applicable state securities laws. Buyer is acquiring the Shares for Buyer's own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act; and (g) Buyer is an “accredited investor" within the meaning of Rule 501 promulgated under the Securities Act. Agreement.

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands that the Shares constitute restricted securities as that term is defined in Rule 144 under the Securities Act of 1933 and that such Shares may not be sold or transferred in the absence of a registration statement or an available exemption from registration; (b) The Buyer understands the speculative nature and the risks of investments associated with the Company and confirms that it is able to bear the risk of the investment, and that there may not ever be any is currently only a limited public market for the Shares purchased herein;of the Company and that there is no assurance that an active public market will be established or maintained for the Shares of the Company. (bc) Neither the Company nor any of the Sellers are is under an obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares by the Buyer, and Buyer is solely responsible for determining the status, in its hands, of the shares Shares acquired in the transaction and the availability, if required, of exemptions from registration for purposes of sale resale or transfer of the Shares;Shares and Notes. Buyer is able to fend for itself and can bear the economic risk of its investment, and Buyer acknowledges that the future success of the Company will depend on Buyers’ business and Buyers’ management and not on the current management of the Company. (cd) The Buyer has had the opportunity to ask questions of the Company and the Sellers and receive additional information from the Company to the extent that the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) all material books and records of the Company; (2) all material contracts and documents relating to the proposed transaction; and (3) all filings made with the SEC; and, (4) an opportunity to question the appropriate executive officers of the Company and each of the individuals comprising the Sellers. (de) The Buyer has sufficient knowledge and experience in financial and business matters, and is sufficiently familiar with investments of the type represented by the Shares, including familiarity with previous private and public purchases of speculative and restricted securities, that it is they are capable of evaluating the merits and risks associated with purchase of the Shares; (e) In evaluating the merits of the purchase of the Shares, Buyer has relied solely on his, her or its own investigation concerning the Company and has not relied upon any representations provided by the Company or by the Sellers;. (f) Buyer understands and acknowledges that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws in reliance upon exemptions provided thereunder and is aware that the Shares may not be transferred or sold except pursuant to the registration provisions remaining issued and outstanding shares of the Securities Act or pursuant Company, which are not being purchased in this transaction, are owned by multiple other shareholders, who will all continue to an applicable exemption therefrom and pursuant to state securities laws and regulationshave the rights associated with their shares, as applicable, and (b) the representations and warranties contained herein are being relied upon by the Company and Seller as a basis for the exemption for the transfer of the Shares pursuant to this Agreement under the registration requirements of the Securities Act and any applicable state securities laws. Buyer is acquiring the Shares for Buyer's own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act; and (g) Buyer is an “accredited investor" within the meaning of Rule 501 promulgated under the Securities Act. even after Closing.

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended, and, accordingly, constitute restricted securities as that term is defined in Rule 144 under such Act. Therefore, the Shares may not be sold or transferred in the absence of a registration statement or an available exemption from registration; (b) The Buyer understands the speculative nature and the risks of investments associated with the Company and confirms that it is able to bear the risk of the investment, and that there may not ever be any public market for the Shares purchased herein; (bc) Neither The Buyer understands that neither the Company nor any of the Sellers are Seller is under an obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares by the Buyer, and Buyer is solely responsible for determining the status, in its hands, of the shares acquired in the transaction and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Shares; (cd) The Buyer has had the opportunity to ask questions of the Company and the Sellers Seller and receive additional information from the Company Seller to the extent that the Company Seller possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) all material books and records of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all filings made with the SEC; and, (4) an opportunity to question the appropriate executive officers of the Company and Sellers. (de) The Each of the Buyers represents that he or she is an "accredited investor" as defined in Rule 501 of Regulation D; (f) Buyer has sufficient knowledge and experience in financial and business matters, and is sufficiently familiar with investments of the type represented by the Shares, including familiarity with previous private and public purchases of speculative and restricted securities, that it is capable of evaluating the merits and risks associated with purchase of the Shares;; and (eg) In evaluating the merits of the purchase of the Shares, Buyer has relied solely on his, her or its own investigation concerning the Company and has not relied upon any representations provided by the Company or by the Sellers; (f) Buyer understands and acknowledges that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws in reliance upon exemptions provided thereunder and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations, as applicable, and (b) the representations and warranties contained herein are being relied upon by the Company and Seller as a basis for the exemption for the transfer of the Shares pursuant to this Agreement under the registration requirements of the Securities Act and any applicable state securities laws. Buyer is acquiring the Shares for Buyer's own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act; and (g) Buyer is an “accredited investor" within the meaning of Rule 501 promulgated under the Securities Act. Seller.

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands that the shares constitute restricted securities as that term is defined in Rule 144 under the Securities Act of 1933 and that such shares may not be sold or transferred in the absence of a registration statement or an available exemption from registration; (b) The Buyer understands the speculative nature and the risks of investments associated with the Company and confirms that it is able to bear the risk of the investment, and that there may not ever be any public market for the Shares purchased herein; (bc) Neither the Company nor any of the Sellers are Seller is under an obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares by the Buyer, and Buyer is solely responsible for determining the status, in its hands, of the shares acquired in the transaction and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Shares; (cd) The Buyer has had the opportunity to ask questions of the Company and the Sellers Seller and receive additional information from the Company to the extent that the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) all material books and records of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all filings made with the SEC; and, (4) an opportunity to question the appropriate executive officers of the Company and Sellerseach of the individuals comprising the Seller. (de) The Buyer has sufficient knowledge and experience in financial and business matters, and is sufficiently familiar with investments of the type represented by the Shares, including familiarity with previous private and public purchases of speculative and restricted securities, that it is capable of evaluating the merits and risks associated with purchase of the Shares;; and (ef) In evaluating the merits of the purchase of the Shares, Buyer has relied solely on his, her or its own investigation concerning the Company and has not relied upon any representations provided by the Company or by the Sellers; (f) Buyer understands and acknowledges that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws in reliance upon exemptions provided thereunder and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations, as applicable, and (b) the representations and warranties contained herein are being relied upon by the Company and Seller as a basis for the exemption for the transfer of the Shares pursuant to this Agreement under the registration requirements of the Securities Act and any applicable state securities laws. Buyer is acquiring the Shares for Buyer's own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act; and (g) Buyer is an “accredited investor" within the meaning of Rule 501 promulgated under the Securities Act. Seller.

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands that the shares constitute restricted securities as that term is defined in Rule 144 under the Securities Act of 1933 and that such shares may not be sold or transferred in the absence of a registration statement or an available exemption from registration; (b) The Buyer understands the speculative nature and the risks of investments associated with the Company and confirms that it he is able to bear the risk of the investment, and that there may not ever be any is currently only a limited public market for the Shares purchased herein;shares of the Company and that there is no assurance that an active public market will be established or maintained for the shares of the Company. (bc) Neither the Company nor any of the Sellers are is under an obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares by the Buyer, and Buyer is solely responsible for determining the status, in its his hands, of the shares acquired in the transaction and the availability, if required, of exemptions from registration for purposes of sale resale or transfer of the Shares; (cd) The Buyer has had the opportunity to ask questions of the Company and the Sellers and receive additional information from the Company to the extent that the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) all material books and records of the Company; (2) all material contracts and documents relating to the proposed transaction; and (3) all filings made with the SEC; and, (4) an opportunity to question the appropriate executive officers of the Company and each of the individuals comprising the Sellers. (de) The Buyer has sufficient knowledge and experience in financial and business matters, and is sufficiently familiar with investments of the type represented by the Shares, including familiarity with previous private and public purchases of speculative and restricted securities, that it he is capable of evaluating the merits and risks associated with purchase of the Shares;; and (ef) In evaluating the merits of the purchase of the Shares, Buyer has relied solely on his, her or its own investigation concerning the Company and has not relied upon any representations provided by the Company or by the Sellers; (f) Buyer understands and acknowledges that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws in reliance upon exemptions provided thereunder and that the Shares may not be transferred or sold Sellers except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations, as applicable, and (b) the representations and warranties contained herein are being relied upon by the Company and Seller as a basis for the exemption for the transfer of the Shares pursuant to in this Agreement under the registration requirements of the Securities Act and any applicable state securities laws. Buyer is acquiring the Shares for Buyer's own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act; and (g) Buyer is an “accredited investor" within the meaning of Rule 501 promulgated under the Securities Act. Agreement.

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands that the shares constitute restricted securities as that term is defined in Rule 144 under the Securities Act of 1933 and that such shares may not be sold or transferred in the absence of a registration statement or an available exemption from registration. (b) The Buyer understands the speculative nature and the risks of investments associated with the Company and confirms that it he is able to bear the risk of the investment, and that there may not ever be any is currently only a limited public market for the Shares purchased herein;shares of the Company and that there is no assurance that an active public market will be established or maintained for the shares of the Company. (bc) Neither the Company nor any of the Sellers are is under an obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares by the Buyer, and Buyer is solely responsible for determining the status, in its his hands, of the shares acquired in the transaction and the availability, if required, of exemptions from registration for purposes of sale resale or transfer of the Shares;. (cd) The Buyer has had the opportunity to ask questions of the Company and the Sellers and receive additional information from the Company to the extent that the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) Exhibit 10 1 Derby Stock Purchase Agreement FINAL.doc all material books and records of the Company; (2) all material contracts and documents relating to the proposed transaction; and (3) all filings made with the SEC; and, (4) an opportunity to question the appropriate executive officers of the Company and each of the individuals comprising the Sellers. (de) The Buyer has sufficient knowledge and experience in financial and business matters, and is sufficiently familiar with investments of the type represented by the Shares, including familiarity with previous private and public purchases of speculative and restricted securities, that it he is capable of evaluating the merits and risks associated with purchase of the Shares;. (ef) In evaluating the merits of the purchase of the Shares, Buyer has relied solely on his, her or its own investigation concerning the Company and has not relied upon any representations provided by the Company or by the Sellers; (f) Buyer understands and acknowledges that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws in reliance upon exemptions provided thereunder and that the Shares may not be transferred or sold Sellers except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations, as applicable, and (b) the representations and warranties contained herein are being relied upon by the Company and Seller as a basis for the exemption for the transfer of the Shares pursuant to in this Agreement under the registration requirements of the Securities Act and any applicable state securities laws. Buyer is acquiring the Shares for Buyer's own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act; and (g) Buyer is an “accredited investor" within the meaning of Rule 501 promulgated under the Securities Act. Agreement.

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands the speculative nature and the risks of investments associated with the Company and confirms that it is able to bear the risk of the investment, and that there may not ever be any public market for the Shares purchased herein; (b) Neither the Company nor any of the Sellers are under an obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares by the Buyer, and Buyer is solely responsible for determining the status, in its hands, of the shares acquired in the transaction and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Shares; (c) The Buyer has had the opportunity to ask questions of the Company and the Sellers and receive additional information from the Company to the extent that the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) all material books and records of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all filings made with the SEC; and, (4) an opportunity to question the appropriate executive officers of the Company and Sellers. (d) The Buyer has sufficient knowledge and experience in financial and business matters, and is sufficiently familiar with investments of the type represented by the Shares, including familiarity with previous private and public purchases of speculative and restricted securities, that it is capable of evaluating the merits and risks associated with purchase of the Shares; (e) In evaluating the merits of the purchase of the Shares, Buyer has relied solely on his, her or its own investigation concerning the Company and has not relied upon any representations provided by the Company or by the Sellers; (f) Buyer understands and acknowledges that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws in reliance upon exemptions provided thereunder and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations, as applicable, and (b) the representations and warranties contained herein are being relied upon by the Company and Seller as a basis for the exemption for the transfer of the Shares pursuant to this Agreement under the registration requirements of the Securities Act and any applicable state securities laws. Buyer is acquiring the Shares for Buyer's own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act; and (g) Buyer is an “accredited investor" within the meaning of Rule 501 promulgated under the Securities Act. .

Representations Regarding the Acquisition of the Shares. (a) The Buyer understands the speculative nature and the risks of investments associated with the Company and confirms confirm that it is they are able to bear the risk of the investment, and that there may not ever be any public market for the Shares purchased herein; (b) Neither the Company nor any of the Sellers are Seller is under an obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares by the Buyer, and Buyer is solely responsible for determining the status, in its hands, of the shares acquired in the transaction and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Shares; (c) The Buyer has had the opportunity to ask questions of the Company and the Sellers Seller and receive additional information from about the Company to the extent that the Company possessed such informationCompany, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Companysuch purchase. Further, the Buyer has been given: (1) all material books and records of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all filings made with the SEC; and, (4) given an opportunity to question the appropriate executive officers of Seller and receive related documentation to the Company and Sellerspurchase. (d) The Buyer recognizes that an investment in the Company is a speculative venture and that the total amount of funds tendered to purchase the Shares is at risk and may be completely lost. The purchase of Shares as an investment involves special risks. The Buyer has read and reviewed the Company’s latest periodic and current report filings on the Securities and Exchange Commission’s EXXXX webpage at wxx.xxx.xxx, including the audited and unaudited financial statements, description of business operations, risk factors and other disclosures set forth therein; (e) If the Shares are Restricted Shares, the Buyer recognizes that the Shares have not been registered under the Securities Act of 1933, as amended (“Act”), nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Shares is registered under the Act or unless an exemption from registration is available. The Buyer may not sell the Shares without registering them under the Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale; (f) The Buyer has sufficient knowledge and experience in financial and business matters, and is sufficiently familiar with investments of the type represented by the Shares, including familiarity with previous private and public purchases of speculative and restricted securities, that it is capable of evaluating the merits and risks associated with purchase of the Shares;; and (eg) In evaluating the merits of the purchase of the Shares, Buyer has relied solely on his, her or its own investigation concerning the Company and has not relied upon any representations provided by the Company or by the Sellers; (f) Buyer understands and acknowledges that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws in reliance upon exemptions provided thereunder and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations, as applicable, and (b) the representations and warranties contained herein are being relied upon by the Company and Seller as a basis for the exemption for the transfer of the Shares pursuant to this Agreement under the registration requirements of the Securities Act and any applicable state securities laws. Buyer is acquiring the Shares for Buyer's own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act; and (g) Buyer is an “accredited investor" within the meaning of Rule 501 promulgated under the Securities Act. Seller.