Common use of TRANSACTIONAL REPRESENTATIONS Clause in Contracts

TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Shares have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Shares may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A) (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities; (v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and (vi) In evaluating its investment, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisors.

TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Shares have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Shares may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A)such (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities; (v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and (vi) In evaluating its investment, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisors.

TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares and Purchase Option (including the underlying Common Stock) for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Shares and Purchase Option (and the underlying Common Stock) have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Shares may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A)" (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares and Purchase Option (and underlying Common Stock) involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares and Purchase Option (and underlying Common Stock) are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities; (v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and (vi) In evaluating its investment, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisors.

TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Shares have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Shares may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A) (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER with respect to acquire acquiring the securities; (v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and (vi) In evaluating its investment, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisors.

TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and represents, warrants to and agrees with ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares Units for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Units, including the Shares and warrants (and underlying Shares), have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Units, including the Shares and warrants (and underlying Shares), may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A) (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Units, including the Shares and warrants (and underlying Shares), involves a high degree of risk risk, including entire loss of the investment and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investmentinvestment and the risk that the ISSUER may not sell all the Units offered and only raise a small portion of the funds sought; (iv) SUBSCRIBER understands that the Units, including the Shares and warrants (and underlying Shares), are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities; (v) SUBSCRIBER is SUBSCRIBER, and its independent advisors, are sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investmentinvestment in the Units, including the Shares and warrants (and underlying Shares), and to make an informed decision relating thereto; and (vi) In evaluating its investmentinvestment in the Units, including the Shares and warrants (and underlying Shares), SUBSCRIBER has consulted its own investment and/or legal and/or tax advisorsadvisors and has determined, independent of the ISSUER, including its agents and representatives, that the investment being subscribed for by SUBSCRIBER is suitable for SUBSCRIBER. (vii) The SUBSCRIBER is not subscribing for Units, including the Shares and warrants (and underlying Shares), as a result of, or subsequent to, any 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. (viii) The SUBSCRIBER shall indemnify and hold harmless the ISSUER, and any officer, director, or control person of the ISSUER, who is or may be a party to, or is or may be threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of, or arising from, any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made or alleged to have been made by the SUBSCRIBER to the ISSUER (or any agent or representative of the ISSUER) or omitted or alleged to have been omitted by the SUBSCRIBER, concerning the SUBSCRIBER or the SUBSCRIBER's authority to invest or financial position in connection with this offering, including, without limitation, any such misrepresentation, misstatement, or omission contained in the Questionnaire or any other document submitted by the SUBSCRIBER, against losses, liabilities, and expenses for which the ISSUER, or any officer, director, or control person of the ISSUER has not otherwise been reimbursed (including attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by the ISSUER, or such officer, director, or control person in connection with such action, suit, or proceeding. (ix) The SUBSCRIBER has been furnished with, and has carefully read this Subscription Agreement and is familiar with, and understands, the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, the undersigned is not relying on the ISSUER or any agent or representative of any of the ISSUER. The SUBSCRIBER has carefully considered and has, to the extent the SUBSCRIBER believes such discussion necessary, discussed with the SUBSCRIBER's professional legal, tax, accounting, and financial advisors the suitability of an investment in the Units, including the Shares and warrants (and underlying Shares), for the SUBSCRIBER's particular tax and financial situation and has determined that the Units, including the Shares and warrants (and underlying Shares), being subscribed for by the SUBSCRIBER are a suitable investment for the SUBSCRIBER. (x) The SUBSCRIBER or the SUBSCRIBER's purchaser representative, as the case may be, has such knowledge and experience in financial, tax, and business matters so as to enable the SUBSCRIBER to utilize the information made available to the SUBSCRIBER in connection with the Offering to evaluate the merits and risks of an investment in the Units, including the Shares and warrants, and to make an informed investment decision with respect thereto. (xi) ISSUER represents, warrants to and agrees with SUBSCRIBER that it understands that the Confidential Executive Summary of Pride Business Development Holdings, Inc., contains references to future and prospective events which may or may not occur in the future as a result of matters both within and outside the control of the ISSUER and that SUBSCRIBER is not relying upon the Confidential Executive Summary of Pride Business Development Holdings, Inc., including any of its contents, in making its decision to invest in the Offering and the Units. (xii) IN MAKING AN INVESTMENT DECISION PURCHASERS, WHICH INCLUDES SUBSCRIBERS, MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE UNITS, INCLUDING THE SHARES AND WARRANTS (AND UNDERLYING SHARES), HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE DISCLOSURE MATERIALS OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER PURCHASER represents and warrants to ISSUER as follows: (i) SUBSCRIBER 1. PURCHASER is purchasing the Shares and Purchase Option (including the underlying Common Stock) for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER 2. PURCHASER understands that the Shares and Purchase Option (and the underlying Common Stock) have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER PURCHASER further understands that the Shares and Purchase Option (and underlying Common Stock) may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER PURCHASER except: A) (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER 3. PURCHASER understands that the purchase of the Shares and Purchase Option (and underlying Common Stock) involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER 4. PURCHASER understands that the Shares and Purchase Option (and underlying Common Stock) are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securitiesherein; (v) SUBSCRIBER 5. PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and (vi) 6. In evaluating its investment, SUBSCRIBER PURCHASER has consulted its own investment and/or legal and/or tax advisors.

TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares and Purchase Option (including the underlying Common Stock) for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Shares and Purchase Option (and the underlying Common Stock) have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Shares may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A)under (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares and Purchase Option (and underlying Common Stock) involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares and Purchase Option (and underlying Common Stock) are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities; (v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and (vi) In evaluating its investment, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisors.

TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Shares have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Shares may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A)the (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER with respect to acquire acquiring the securities; (v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and (vi) In evaluating its investment, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisors.

TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and represents, warrants to and agrees with ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares Units for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Shares Units, including the Shares, have not been registered under the Securities Act and that such securities are "“restricted securities" ” as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Shares Units, including the Shares, may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A) (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares Units, including the Shares, involves a high degree of risk risk, including entire loss of the investment and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investmentinvestment and the risk that the ISSUER may not sell all the Units offered and only raise a small portion of the funds sought; (iv) SUBSCRIBER understands that the Shares Units, including the Shares, are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities; (v) SUBSCRIBER is SUBSCRIBER, and its independent advisors, are sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investmentinvestment in the Units, including the Shares, and to make an informed decision relating thereto; and (vi) In evaluating its investmentinvestment in the Units, including the Shares, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisorsadvisors and has determined, independent of the ISSUER, including its agents and representatives, that the investment being subscribed for by SUBSCRIBER is suitable for SUBSCRIBER. (vii) The SUBSCRIBER is not subscribing for Units, including the Shares, as a result of, or subsequent to, any 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. (viii) The SUBSCRIBER shall indemnify and hold harmless the ISSUER, and any officer, director, or control person of the ISSUER, who is or may be a party to, or is or may be threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of, or arising from, any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made or alleged to have been made by the SUBSCRIBER to the ISSUER (or any agent or representative of the ISSUER) or omitted or alleged to have been omitted by the SUBSCRIBER, concerning the SUBSCRIBER or the SUBSCRIBER’s authority to invest or financial position in connection with this offering, including, without limitation, any such misrepresentation, misstatement, or omission contained in the Questionnaire or any other document submitted by the SUBSCRIBER, against losses, liabilities, and expenses for which the ISSUER, or any officer, director, or control person of the ISSUER has not otherwise been reimbursed (including attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by the ISSUER, or such officer, director, or control person in connection with such action, suit, or proceeding. (ix) The SUBSCRIBER has been furnished with, and has carefully read this Subscription Agreement and is familiar with, and understands, the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, the undersigned is not relying on the ISSUER or any agent or representative of any of the ISSUER. The SUBSCRIBER has carefully considered and has, to the extent the SUBSCRIBER believes such discussion necessary, discussed with the SUBSCRIBER's professional legal, tax, accounting, and financial advisors the suitability of an investment in the Units, including the Shares, for the SUBSCRIBER's particular tax and financial situation and has determined that the Units, including the Shares, being subscribed for by the SUBSCRIBER are a suitable investment for the SUBSCRIBER. (x) The SUBSCRIBER or the SUBSCRIBER's purchaser representative, as the case may be, has such knowledge and experience in financial, tax, and business matters so as to enable the SUBSCRIBER to utilize the information made available to the SUBSCRIBER in connection with the Offering to evaluate the merits and risks of an investment in the Units, including the Shares, and to make an informed investment decision with respect thereto. (xi) ISSUER represents, warrants to and agrees with SUBSCRIBER that it understands that the ISSUER’s press releases, websites and filings with the United States Securities & Exchange Commission, contain references to future and prospective events which may or may not occur in the future as a result of matters both within and outside the control of the ISSUER and that SUBSCRIBER is not relying upon any of the future and prospective events set forth in the ISSUER’s press releases, websites and filings with the United States Securities & Exchange Commission, including any of its contents, in making its decision to invest in the Offering and the Units. (xii) IN MAKING AN INVESTMENT DECISION PURCHASERS, WHICH INCLUDES SUBSCRIBERS, MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE UNITS, INCLUDING THE SHARES, HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE DISCLOSURE MATERIALS OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and represents, warrants to and agrees with ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares Units for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Units, including the Shares and warrants (and underlying Shares), have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Units, including the Shares and warrants (and underlying Shares), may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A) (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Units, including the Shares and warrants (and underlying Shares), involves a high degree of risk risk, including entire loss of the investment and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investmentinvestment and the risk that the ISSUER may not sell all the Units offered and only raise a small portion of the funds sought; (iv) SUBSCRIBER understands that the Units, including the Shares and warrants (and underlying Shares), are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities; (v) SUBSCRIBER is SUBSCRIBER, and its independent advisors, are sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investmentinvestment in the Units, including the Shares and warrants (and underlying Shares), and to make an informed decision relating thereto; and (vi) In evaluating its investmentinvestment in the Units, including the Shares and warrants (and underlying Shares), SUBSCRIBER has consulted its own investment and/or legal and/or tax advisorsadvisors and has determined, independent of the ISSUER, including its agents and representatives, that the investment being subscribed for by SUBSCRIBER is suitable for SUBSCRIBER. (vii) The SUBSCRIBER is not subscribing for Units, including the Shares and warrants (and underlying Shares), as a result of, or subsequent to, any 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. (viii) The SUBSCRIBER shall indemnify and hold harmless the ISSUER, and any officer, director, or control person of the ISSUER, who is or may be a party to, or is or may be threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of, or arising from, any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made or alleged to have been made by the SUBSCRIBER to the ISSUER (or any agent or representative of the ISSUER) or omitted or alleged to have been omitted by the SUBSCRIBER, concerning the SUBSCRIBER or the SUBSCRIBER's authority to invest or financial position in connection with this offering, including, without limitation, any such (ii) misrepresentation, misstatement, or omission contained in the Questionnaire or any other document submitted by the SUBSCRIBER, against losses, liabilities, and expenses for which the ISSUER, or any officer, director, or control person of the ISSUER has not otherwise been reimbursed (including attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by the ISSUER, or such officer, director, or control person in connection with such action, suit, or proceeding. (ix) The SUBSCRIBER has been furnished with, and has carefully read this Subscription Agreement and is familiar with, and understands, the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, the undersigned is not relying on the ISSUER or any agent or representative of any of the ISSUER. The SUBSCRIBER has carefully considered and has, to the extent the SUBSCRIBER believes such discussion necessary, discussed with the SUBSCRIBER's professional legal, tax, accounting, and financial advisors the suitability of an investment in the Units, including the Shares and warrants (and underlying Shares), for the SUBSCRIBER's particular tax and financial situation and has determined that the Units, including the Shares and warrants (and underlying Shares), being subscribed for by the SUBSCRIBER are a suitable investment for the SUBSCRIBER. (x) The SUBSCRIBER or the SUBSCRIBER's purchaser representative, as the case may be, has such knowledge and experience in financial, tax, and business matters so as to enable the SUBSCRIBER to utilize the information made available to the SUBSCRIBER in connection with the Offering to evaluate the merits and risks of an investment in the Units, including the Shares and warrants, and to make an informed investment decision with respect thereto. (xi) ISSUER represents, warrants to and agrees with SUBSCRIBER that it understands that the Confidential Executive Summary of Pride Business Development Holdings, Inc., contains references to future and prospective events which may or may not occur in the future as a result of matters both within and outside the control of the ISSUER and that SUBSCRIBER is not relying upon the Confidential Executive Summary of Pride Business Development Holdings, Inc., including any of its contents, in making its decision to invest in the Offering and the Units. (xii) IN MAKING AN INVESTMENT DECISION PURCHASERS, WHICH INCLUDES SUBSCRIBERS, MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE UNITS, INCLUDING THE SHARES AND WARRANTS (AND UNDERLYING SHARES), HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE DISCLOSURE MATERIALS OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.