Common use of Information Regarding the Company Clause in Contracts

Information Regarding the Company. Investor acknowledges that (a) the Company has made available to Investor, a reasonable time prior to the date of this Agreement, information concerning the Company sufficient for Investor to make an informed decision regarding an investment in the Shares and an opportunity to ask questions and receive answers concerning the Shares; (b) the Company has made available to Investor, a reasonable time prior to the date of this Agreement, the opportunity to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense deemed necessary by Investor to verify the accuracy of the information provided, and has received all such additional information requested; and (c) except for information contained in documents filed by Varsity with the Securities and Exchange Commission prior to the date hereof and information provided by the Company to Investor contained, or described, in Exhibit A and Exhibit B-1 through Exhibit B-6, inclusive, to this Agreement, Investor has not relied on the Company, Varsity or any of their respective affiliates, officers, employees or representatives in connection with Investor’s investigation or the accuracy of the information provided or in making any investment decision. Investor further acknowledges and agrees that the capital structure of the Company, and the terms of the Company preferred stock, immediately following the Merger shall be substantially as described in Exhibit A and Exhibit B-1 through Exhibit B-6, inclusive, to this Agreement.

Information Regarding the Company. Investor acknowledges that (a) the Company has made available to Investor, a reasonable time prior to the date of this Agreement, information concerning the Company sufficient for Investor to make an informed decision regarding an investment in the Exchange Options and the Shares and an opportunity to ask questions and receive answers concerning the Exchange Options and the Shares; (b) the Company has made available to Investor, a reasonable time prior to the date of this Agreement, the opportunity to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense deemed necessary by Investor to verify the accuracy of the information provided, and has received all such additional information requested; and (c) except for information contained in documents filed by Varsity with the Securities and Exchange Commission prior to the date hereof and information provided by the Company to Investor contained, or described, in Exhibit A and Exhibit B-1 through Exhibit B-6, inclusive, to this Agreement, Investor has not relied on the Company, Varsity or any of their respective affiliates, officers, employees or representatives in connection with Investor’s investigation or the accuracy of the information provided or in making any investment decision. Investor further acknowledges and agrees that the capital structure of the Company, and the terms of the Company preferred stock, immediately following the Merger shall be substantially as described in Exhibit A and Exhibit B-1 through Exhibit B-6, inclusive, to this Agreement.