Restricted Securities. The Seller and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act. As such, Purchaser acknowledges that any resale of the shares purchased pursuant to this Agreement are restricted securities, and may be resold only via compliance with Rule 144 as promulgated by the Commission under the Securities Act.

The Company and the Buyer are executing and delivering this Agreement in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506 of Regulation D promulgated thereunder and enforced by the United States Securities and Exchange Commission (the “SEC”);