Common use of Reciprocal Clause in Contracts

Reciprocal. Each of the parties represents and warrants to the other party that (a) it has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms, (c) the execution, delivery and performance of the Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to such party’s knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; (d) in connection with the issuance of restricted shares of RICH common stock, each party acknowledges that the shares have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends on, among other things, the bona fide nature of the investment intent and the accuracy of its, his or her representations made with respect to the investment, and that the shares will be restricted securities within the meaning of the Securities Act and may not be transferred unless registered or an exemption from registration is available; and (e) in connection with the issuance of the shares of RICH common stock, each party represents and warrants that it is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Securities Act.

Reciprocal. Each of the parties represents and warrants to the other party that (a) it has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms, (c) the execution, delivery and performance of the Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to such party’s knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; (d) in connection with the issuance of restricted shares of RICH MB common stock, each party acknowledges that the shares have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends on, among other things, the bona fide nature of the investment intent and the accuracy of its, his or her representations made with respect to the investment, and that the shares will be restricted securities within the meaning of the Securities Act and may not be transferred unless registered or an exemption from registration is available; and (e) in connection with the issuance of the shares of RICH MB common stock, each party represents and warrants that it is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D of the Securities Act.