Common use of Securities Representations Clause in Contracts

Securities Representations. The Buyer understands and agrees that the consummation of this Agreement including the transfer of the Shares as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. The Buyer agrees that 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. The Buyer understands that the Shares have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares to be acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. The Buyer agrees that it will refrain from transferring or otherwise disposing of any of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares which the Buyer is purchasing hereby. The Buyer understands that the Shares being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Seller is relying upon the truth and accuracy of the Buyer’s representations, warranties, agreements, and understandings set forth herein to determine the Buyer’s suitability to acquire the Shares.

Securities Representations. The Buyer understands and agrees Seller hereby confirms that the consummation of this Agreement including the transfer of the Shares as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. The Buyer agrees that 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. The Buyer understands that the Shares have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares to be acquired by the Buyer under Seller hereunder (subject to the terms of this Agreement and conditions herein) will be acquired for investment for the BuyerSeller’s own account, for investmentnot as a nominee or agent, and not with a view to the present intention of resale or distribution of all or any part thereof (other than pursuant to an effective registration statement or an available exemption therefrom), and that the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same (other than pursuant to an effective registration statement or an available exemption therefrom). The Seller further represents that the Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of such securities. The Buyer agrees Seller understands that it the Shares to be acquired, subject to the terms and conditions herein, have not been, and until registered, will refrain from transferring or otherwise disposing of any of the Sharesnot be, or any interest therein, in such manner as to violate registered under the Securities Act or any of 1933, as amended (the “Securities Act”) , by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands that the Shares are “restricted securities” under applicable U.S. federal and state securities law regulating laws and that, pursuant to these laws, the disposition thereofSeller must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Buyer Seller acknowledges that Company has no obligation to register or qualify the securities for resale. The Seller understands that the Shares may, be notated with a customary Securities Act legend. The Seller represents that it is an “accredited investor” within the meaning investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and has adequate means for providing for its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares which the Buyer is purchasing hereby. The Buyer understands that the Shares being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Seller is relying upon the truth and accuracy of the Buyer’s representations, warranties, agreements, and understandings set forth herein to determine the Buyer’s suitability to acquire the SharesAct.

Securities Representations. The Buyer understands and agrees that the consummation of this Agreement including the transfer issuance of the Shares shares of Common Stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. The Buyer agrees that 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. The In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, Buyer agrees that he will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the "suitability letter'' attached hereto as exhibit "A." Buyer understands that the Shares shares of Common Stock have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares shares of Common Stock to be acquired by the Buyer under the terms tenns of this Agreement will be acquired for the Buyer’s 's own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. The Buyer agrees that it he will refrain from transferring or otherwise disposing of any of the Sharesshares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer is an “"accredited investor” " within the meaning of Regulation D 0 promulgated under the Securities Act and has adequate means for providing for its his current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares shares of Common Stock which the Buyer is purchasing hereby. The Buyer understands that the Shares shares of Common Stock being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal Federal and state securities laws Jaws and that the Seller Company is relying upon the truth and accuracy of the Buyer’s 's representations, warranties, agreements, and understandings set forth herein to determine the detennine Buyer’s 's suitability to acquire the Sharesshares of Common Stock.

Securities Representations. The Buyer understands Shareholder hereby represents and agrees warrants to Compass as follows, recognizing that the consummation information contained herein is being furnished to Compass in order to induce Compass to enter into the Transactions. Shareholder understands that (a) Compass will rely on the information contained herein, (b) the Acquisition Shares will not be registered under the Act in reliance upon exemptions from registration afforded under the Act, which may include Regulation D promulgated thereunder ("Regulation D"), and (c) the Acquisition Shares, at the time of this Agreement including sale described herein, will not be registered and/or qualified under any state securities laws. A. Shareholder is willing and able to bear the transfer economic risk of an investment in the Acquisition Shares. Shareholder has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in Compass of the size contemplated. In making this statement, Shareholder considered whether Shareholder could afford to hold the Acquisition Shares as contemplated herebyfor an indefinite period and whether, constitutes at this time, Shareholder could afford a complete loss of an investment in the offer Acquisition Shares. B. Shareholder's purchase of the Acquisition Shares will be solely for Shareholder's own account and sale not for the account of securities under the Securities Actany other person. C. The Acquisition Shares are being acquired by Shareholder in good faith for investment and not without a view to distributing such Acquisition Shares to others or otherwise reselling said Acquisition Shares or any portion thereof. The Buyer agrees that 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. The Buyer Shareholder understands that the Shares have substance of the above representations is (i) that Shareholder does not been registered under the Securities Act and must be held indefinitely without any transfer, sale, presently intend to sell or other disposition unless such shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares to be acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution otherwise dispose of all or any part of the securities. The Buyer agrees Acquisition Shares; (ii) that it will refrain from transferring Shareholder does not now have in mind the sale or otherwise disposing other disposition of all or any part of the Acquisition Shares on the occurrence or nonoccurrence of any of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act predetermined event; and has adequate means for providing for its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares which the Buyer is purchasing hereby. The Buyer understands (iii) that the Shares being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Seller Compass is relying upon the truth and accuracy of the Buyer’s representations. D. Shareholder understands that the purchase of the Acquisition Shares is subject to risks as stated in the Due Diligence Materials or as may be otherwise applicable to similar investments. E. Shareholder has reviewed all Due Diligence Materials and has engaged in an independent investigation of Compass, warrantiesWinthrop Industries, agreementsInc. and the merger with Winthrop, and understandings set forth herein no oral or written representations beyond the Due Diligence Materials have been made to determine or been relied upon by Shareholder. F. Shareholder understands and acknowledges that Compass makes no recommendation with respect to the Buyer’s suitability to acquire the purchase of Acquisition Shares. G. Shareholder is an "accredited investor" as defined under Rule 501 of Regulation D and has substantial experience in investing in similar transactions.

Securities Representations. The Buyer Purchaser understands and agrees that the consummation of this Agreement including the transfer sale of the Shares shares of Common Stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. The Buyer Purchaser agrees that 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. The Buyer Purchaser understands that the Shares shares of Common Stock have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares shares of Common Stock to be acquired by the Buyer Purchaser under the terms of this Agreement will be acquired for the BuyerPurchaser’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. The Buyer Purchaser agrees that it he will refrain from transferring or otherwise disposing of any of the Sharesshares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer Purchaser is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for its his current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares shares of Common Stock which the Buyer Purchaser is purchasing hereby. The Buyer Purchaser understands that the Shares shares of Common Stock being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal Federal and state securities laws and that the Seller is Sellers are relying upon the truth and accuracy of the BuyerPurchaser’s representations, warranties, agreements, and understandings set forth herein to determine the BuyerPurchaser’s suitability to acquire the Sharesshares of Common Stock.

Securities Representations. The Buyer understands and agrees that the consummation of this Agreement including the transfer By his acceptance of the Purchase Price Shares, the Shareholder represents and warrants to the Purchaser that: (a) The Shareholder has been given access to full and complete information regarding the Purchaser and has met with representatives of the Purchaser concerning the terms and conditions of the Purchase Price Shares and the business and operations of the Purchaser, and understands that there is no assurance as contemplated hereby, constitutes to the offer and sale future performance of securities under the Purchaser. (b) The Shareholder is an "accredited investor" within the meaning of Rule 501 (a)(5) and/or Rule 501(a)(6) of the Securities Act. (c) The Shareholder is aware that the Purchase Price Shares are a speculative investment that involves a high degree of risk. The Buyer agrees that Shareholder has such transactions shall knowledge and experience in financial and business matters as to be consummated capable of evaluating the merits and risks of an investment in reliance on exemptions the Purchase Price Shares and has obtained, in his judgment, sufficient information from the registration Purchaser to evaluate the merits and prospectus delivery requirements risks of such statutes which dependan investment in the Company. (d) The Shareholder understands that, among other items, although NIM Shares currently trade on the circumstances under which such securities are acquired. The Buyer understands that OTC Bulletin Board, the Purchase Price Shares have not been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration, and must acknowledges that the Purchaser is relying on the Shareholder's representations herein for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain states' securities laws. The Shareholder acknowledges that there is no assurance that the Purchaser will file any registration statement for the Purchase Price Shares, that such registration statement, if filed, will be held indefinitely without any transferdeclared effective or, saleif declared effective, that the Purchaser will be able to keep it effective until the Shareholder sells the securities registered thereon. The Shareholder is purchasing the Purchase Price Shares for his own investment and not with a view to, or other disposition for sale in connection with, any subsequent distribution of the Purchase Price Shares, nor with any present intention of selling or otherwise disposing of all or any part of the Purchase Price Shares. The Shareholder acknowledges and agrees that the purchase of the Purchase Price Shares is a long-term investment, and that the Shareholder may have to bear the economic risk of investment for an indefinite period of time because the Purchase Price Shares haven not been registered under the Securities Act and may never be registered, and cannot be resold, pledged, assigned or otherwise disposed of unless such shares they are subsequently registered under the Securities Act and under applicable securities laws of certain states, or registration is not required an exemption from such registration, including an exemption under Rule 144 of the Securities Act in reliance on an available exemptionAct, is available. The Shares Shareholder acknowledges and understands that subject to be acquired by the Buyer under the terms Section 2.6 of this Agreement will be acquired for Agreement, the Buyer’s own account, for investment, and not Purchaser is under no obligation to register the Purchase Price Shares or to assist the Shareholder in complying with the present intention of resale or distribution of all or any part of the securities. The Buyer agrees that it will refrain exemption from transferring or otherwise disposing of any of the Shares, or any interest therein, in such manner as to violate registration under the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares which the Buyer is purchasing hereby. The Buyer understands that the Shares being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Seller is relying upon the truth and accuracy of the Buyer’s representations, warranties, agreements, and understandings set forth herein to determine the Buyer’s suitability to acquire the Shareslaws.

Securities Representations. The Buyer understands and agrees that the consummation of this Agreement including the transfer of the Shares Membership Interests as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. The Buyer agrees that 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. The Buyer understands that the Shares Membership Interests have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such shares Membership Interests are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. Buyer further understands that Seller is considered an “affiliate” of the Company, and all Membership Interests purchased from Seller will be treated as if purchased from the Company directly and must be held for a minimum of six months under Rule 144 prior to resale, if any. The Shares Membership Interests to be acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. The Buyer agrees that it will refrain from transferring or otherwise disposing of any of the Shares, Membership Interests or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares Membership Interests which the Buyer is purchasing hereby. The Buyer understands that the Shares Membership Interests being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Seller is relying upon the truth and accuracy of the Buyer’s representations, warranties, agreements, and understandings set forth herein to determine the Buyer’s suitability to acquire the SharesMembership Interests.

Securities Representations. The Buyer understands and agrees that Upon the consummation of this Agreement including the transfer exercise of the Shares as contemplated hereby, constitutes Option prior to the offer and sale registration of securities under the Preferred Stock subject to the Option pursuant to the Securities Act. The Buyer agrees that such transactions Act or other applicable securities laws, the Executive shall be consummated deemed to acknowledge and make the representations and warranties as described below and as otherwise may be requested by the Company for compliance with applicable laws, and any issuances of Preferred Stock by the Company shall be made in reliance on exemptions from upon the registration express representations and prospectus delivery requirements warranties of such statutes which dependthe Executive. (a) The Executive is acquiring and will hold the shares of Preferred Stock for investment for his account only and not with a view to, among or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other items, on applicable securities laws. (b) The Executive has been advised that (i) the circumstances under which such securities are acquired. The Buyer understands that the Shares shares of Preferred Stock have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of the shares of Preferred Stock is to be effected (it being understood, however, that the shares of Preferred Stock are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and (ii) the shares of Preferred Stock must be held indefinitely without any transferindefinitely, sale, or other disposition unless such shares they are subsequently registered under the Securities Act applicable securities laws or the Executive obtains an opinion of counsel (in the form and substance satisfactory to the Company and its counsel) that registration is not required required. In connection with the foregoing, the Company is relying in part on the Executive’s representations set forth in this Section. The Executive further acknowledges and understands that the Company is under no obligation hereunder to register the shares of Preferred Stock. (c) The Executive is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act Act, which permits limited public resales of securities acquired in reliance on an available exemptiona non-public offering, subject to the satisfaction of certain conditions. The Shares Executive acknowledges that he is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to be acquired by satisfy these conditions in the Buyer foreseeable future. (d) The Executive will not sell, transfer or otherwise dispose of the shares of Preferred Stock in violation of this Agreement, Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws. The Executive agrees that he will not dispose of the terms Preferred Stock unless and until he has complied with all requirements of this Agreement will be acquired for applicable to the Buyer’s own account, for investmentdisposition of the shares of Preferred Stock. (e) The Executive has been furnished with, and not with has had access to, such information as he considers necessary or appropriate for deciding whether to invest in the present intention shares of resale or distribution of all or any part Preferred Stock, and the Executive has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the securitiesissuance of the Preferred Stock. (f) The Executive is aware that his investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Buyer agrees that it will refrain from transferring or otherwise disposing Executive is able, without impairing his financial condition, to hold the shares for an indefinite period and to suffer a complete loss of any of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for its current needs and possible personal contingencies and has no need now and anticipates no need his investment in the foreseeable future to sell the Shares which the Buyer is purchasing hereby. The Buyer understands that the Shares being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Seller is relying upon the truth and accuracy of the Buyer’s representations, warranties, agreements, and understandings set forth herein to determine the Buyer’s suitability to acquire the SharesPreferred Stock.

Securities Representations. The Buyer understands and agrees that the consummation of this Agreement including the transfer issuance of the Shares shares of Common Stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. The Buyer agrees that 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. The In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the "suitability letter" attached hereto as exhibit "B." Buyer understands that the Shares shares of Common Stock have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares shares of Common Stock to be acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s 's own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. The Buyer agrees that it he will refrain from transferring or otherwise disposing of any of the Sharesshares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer is an “"accredited investor” " within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for its his current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares shares of Common Stock which the Buyer is purchasing hereby. The Buyer understands that the Shares shares of Common Stock being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal Federal and state securities laws and that the Seller is Sellers are relying upon the truth and accuracy of the Buyer’s 's representations, warranties, agreements, and understandings set forth herein to determine the Buyer’s 's suitability to acquire the Sharesshares of Common Stock.

Securities Representations. The Buyer Company understands and agrees that the consummation of this Agreement Agreement, including the transfer issuance of the Shares shares of CTYM Stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. The Buyer Company agrees that 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. The Buyer Seller understands that the Shares shares of CTYM Stock have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares shares of CTYM Stock to be acquired by the Buyer Company under the terms of this Agreement will be acquired for the Buyer’s Company's own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. The Buyer Company agrees that it will refrain from transferring or otherwise disposing of any of the Sharesshares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer Company is an “"accredited investor” " within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares shares of CTYM Stock which the Buyer Company is purchasing hereby. The Buyer Company understands that the Shares shares of CTYM Stock being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal Federal and state securities laws and that the Seller Buyer is relying upon the truth and accuracy of the Buyer’s Company's representations, warranties, agreements, and understandings set forth herein to determine the Buyer’s Company's suitability to acquire the Sharesshares of CTYM Stock.

Securities Representations. The Buyer understands and agrees that the consummation of this Agreement including the transfer issuance of the Shares shares of Common Stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. The Buyer agrees that 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. The In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, Buyer agrees that he will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as exhibit “A.” Buyer understands that the Shares shares of Common Stock have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares shares of Common Stock to be acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. The Buyer agrees that it he will refrain from transferring or otherwise disposing of any of the Sharesshares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for its his current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares shares of Common Stock which the Buyer is purchasing hereby. The Buyer understands that the Shares shares of Common Stock being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal Federal and state securities laws and that the Seller Company is relying upon the truth and accuracy of the Buyer’s representations, warranties, agreements, and understandings set forth herein to determine the Buyer’s suitability to acquire the Sharesshares of Common Stock.

Securities Representations. The Buyer understands and agrees that the consummation of this Agreement including the transfer of the Shares as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. The Buyer agrees that 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. The Buyer understands that the Shares have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares to be acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. The Buyer agrees that it he will refrain from transferring or otherwise disposing of any of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares which the Buyer is purchasing hereby. The Buyer understands that the Shares being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Seller is relying upon the truth and accuracy of the Buyer’s representations, warranties, agreements, and understandings set forth herein to determine the Buyer’s suitability to acquire the Shares.

Securities Representations. The Buyer understands and agrees that the consummation of this Agreement including With respect to the transfer of any warrants or shares of common stock of the Shares Company to the Contractor under this Agreement or a Prior Agreement, the Contractor makes the following representations. a. The Contractor is acquiring the shares and warrants for its own account and not with a view to offer for resale in connection with a distribution thereof, within the meaning of the Securities Act of 1933, as contemplated hereby, constitutes amended (the offer and sale of securities “Securities Act”). The Contractor is an “accredited investor” as such term is defined under Regulation D promulgated under the Securities Act. . b. The Buyer agrees that 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. The Buyer Contractor understands that the Shares shares and warrants will not have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares pursuant to be acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. The Buyer agrees that it will refrain from transferring or otherwise disposing of any of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating laws, that the disposition thereofshares and warrants, when issued, will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the shares and warrants cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. The Buyer Contractor represents that it is an “accredited investor” within the meaning of Regulation D familiar with Rule 144 promulgated under the Securities Act Act, as currently in effect, and has adequate means for providing for its current needs understands the resale limitations imposed thereby and possible personal contingencies and has no need now and anticipates no need in by the foreseeable future to sell the Shares which the Buyer is purchasing herebySecurities Act. The Buyer Contractor understands that each certificate representing the Shares being sold shares and warrants shall conspicuously set forth on the face or back thereof, in addition to any legends required by applicable law, a restrictive legend referencing restrictions under the Securities Act. c. The Contractor represents and acknowledges that the Company will be issuing the shares and warrants pursuant to this Agreement are being offered and sold in reliance on specific exemptions an exemption from the registration requirements of federal and state securities laws and that the Seller is relying upon Securities Act based on the truth and accuracy of representations provided by the Buyer’s representations, warranties, agreements, and understandings set forth herein to determine the Buyer’s suitability to acquire the SharesContractor hereunder.

Securities Representations. The Buyer understands and agrees that the consummation of this Agreement including the transfer of the Shares (a) Seller is an "accredited investor" as contemplated hereby, constitutes the offer and sale of securities defined in Rule 501(a) under the Securities Act. Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares. (b) The Seller is acquiring the Shares for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer agrees that such transactions shall information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be consummated able to evaluate the risks involved in reliance on exemptions from the registration acquisition of the Shares and prospectus delivery requirements of to make an informed investment decision with respect to such statutes which depend, among other items, on the circumstances under which such securities are acquired. acquisition. (e) The Buyer Seller understands that the Shares have not been registered under the Securities Act and must are "restricted securities" within the meaning of Rule 144 under the Securities Act; and the Shares cannot be held indefinitely without any transfersold, sale, transferred or other disposition otherwise disposed of unless such shares they are subsequently registered under the Securities Act or an exemption from registration is not required under then available. (f) A legend substantially in the Securities Act in reliance on an available exemption. The Shares to be acquired by the Buyer under the terms of this Agreement following form will be acquired for placed on the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. The Buyer agrees that it will refrain from transferring or otherwise disposing of any of certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or any interest thereinAS AMENDED, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares which the Buyer is purchasing hereby. The Buyer understands that the Shares being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Seller is relying upon the truth and accuracy of the Buyer’s representationsAND MAY NOT BE SOLD, warranties, agreements, and understandings set forth herein to determine the Buyer’s suitability to acquire the SharesTRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

Securities Representations. The Buyer understands and agrees that the consummation of this Agreement including the transfer issuance of the Shares Shares, as contemplated herebyherein, constitutes the offer and sale of securities under the Securities Act. The Buyer agrees that 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. The In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the "suitability letter" attached hereto as exhibit "A." Buyer understands that the Shares have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares to be acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s 's own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. The Buyer agrees that it he will refrain from transferring or otherwise disposing of any of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer is an “"accredited investor” " within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for its his current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares which the Buyer is purchasing hereby. The Buyer understands that the Shares being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration requirements of federal Federal and state securities laws and that the Seller Company is relying upon the truth and accuracy of the Buyer’s 's representations, warranties, agreements, and understandings set forth herein to determine the Buyer’s 's suitability to acquire the Shares.