Common use of Shareholder Disclosure Clause in Contracts

Shareholder Disclosure. USMS Shareholders hereby represent that the materials prepared and delivered by PRIDE to USMS Shareholders will have been read and understood by USMS Shareholders, that each is familiar with the business of PRIDE, that each is acquiring the PRIDE Shares under Section 4(2) of the Securities Act of 1933, (the "Act"), commonly known as the private offering exemption, and that the shares are restricted and may not be resold, except if duly registered or transferred in reliance upon an exemption under the Act.