Common use of Securities Law Acknowledgments Clause in Contracts

Securities Law Acknowledgments. The CITY NETWORK Shareholders acknowledge that the IVAG Shares are, and will be, offered and sold to the CITY NETWORK Shareholders in reliance on specific exemptions from the registration requirements of United States federal and state securities laws. The CITY NETWORK Shareholders will not sell or otherwise transfer the IVAG Shares without registration under the Securities Act or an exemption therefrom, and fully understand and agree that the CITY NETWORK Shareholders or any such transferee must bear the economic risk of holding the IVAG Shares for an indefinite period of time because, among other reasons, the IVAG Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless the securities are subsequently registered under the Securities Act and under the applicable securities laws of such states or unless an exemption from such registration is available in the opinion of counsel for the holder, which counsel and opinion are reasonably satisfactory to counsel for IVAG. The CITY NETWORK Shareholders are acquiring the IVAG Shares for the account of the CITY NETWORK Shareholders for investment and not with a view to resale or distribution except in compliance with the Securities Act.

Securities Law Acknowledgments. The CITY NETWORK HDL Shareholders acknowledge that the IVAG KCEC Shares are, and will be, offered and sold to the CITY NETWORK HDL Shareholders in reliance on specific exemptions from the registration requirements of United States federal and state securities laws. The CITY NETWORK HDL Shareholders will not sell or otherwise transfer the IVAG KCEC Shares without registration under the Securities Act or an exemption therefrom, and fully understand and agree that the CITY NETWORK HDL Shareholders or any such transferee must bear the economic risk of holding the IVAG KCEC Shares for an indefinite period of time because, among other reasons, the IVAG KCEC Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless the securities are subsequently registered under the Securities Act and under the applicable securities laws of such states or unless an exemption from such registration is available in the opinion of counsel for the holder, which counsel and opinion are reasonably satisfactory to counsel for IVAGKCEC. The CITY NETWORK HDL Shareholders are acquiring the IVAG KCEC Shares for the account of the CITY NETWORK HDL Shareholders for investment and not with a view to resale or distribution except in compliance with the Securities Act.

Securities Law Acknowledgments. The CITY NETWORK Shareholders CY-SRRE Shareholder acknowledge that the IVAG SRRE Shares are, and will be, offered and sold to the CITY NETWORK Shareholders CY-SRRE Shareholder in reliance on specific exemptions from the registration requirements of United States federal and state securities laws. The CITY NETWORK Shareholders CY-SRRE Shareholder will not sell or otherwise transfer the IVAG SRRE Shares without registration under the Securities Act or an exemption therefrom, and fully understand and agree that the CITY NETWORK Shareholders CY-SRRE Shareholder or any such transferee must bear the economic risk of holding the IVAG SRRE Shares for an indefinite period of time because, among other reasons, the IVAG SRRE Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless the securities are subsequently registered under the Securities Act and under the applicable securities laws of such states or unless an exemption from such registration is available in the opinion of counsel for the holder, which counsel and opinion are reasonably satisfactory to counsel for IVAGSRRE. The CITY NETWORK Shareholders CY-SRRE Shareholder are acquiring the IVAG SRRE Shares for the account of the CITY NETWORK Shareholders CY-SRRE Shareholder for investment and not with a view to resale or distribution except in compliance with the Securities Act.

Securities Law Acknowledgments. The CITY NETWORK Shareholders acknowledge O'Brien acknowledges that the IVAG Inlite Shares are, are being and will be, offered and sold be issued to the CITY NETWORK Shareholders O'Brien in reliance on specific exemptions from the registration requirements of United States federal and state securities laws. The CITY NETWORK Shareholders O'Brien and any transferee of O'Brien will not sell or otherwise transfer the IVAG Inlite Shares without registration under the Securities Act or an exemption therefrom, and fully understand understands and agree agrees that the CITY NETWORK Shareholders O'Brien or any such transferee must bear the economic risk of holding the IVAG Inlite Shares for an indefinite period of time because, among other reasons, the IVAG Inlite Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless the securities are subsequently registered under the Securities Act and under the applicable securities laws of such states or unless an exemption from such registration is available in the opinion of counsel for the holder, which counsel and opinion are reasonably satisfactory to counsel for IVAGInlite. The CITY NETWORK Shareholders are O'Brien is acquiring the IVAG Inlite Shares for the account of the CITY NETWORK Shareholders O'Brien for investment and not with a view to resale or distribution except in compliance with the Securities Act.