Stock Consideration Representations and Warranties. (a) Each Seller (if any) that is acquiring Stock Consideration, by accepting such Stock Consideration, will be deemed to acknowledge that (1) it is financially sophisticated and an “accredited investor” as defined under Rule 501 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (2) it has been given sufficient access to all information requested by it and as it considers appropriate to make its evaluations regarding the Stock Consideration, (3) it is acquiring the Stock Consideration for its own account, and (4) the shares of Purchaser Common Stock comprising the Stock Consideration acquired by it have not been registered pursuant to any securities laws and that such shares may be transferred only pursuant to a registration statement or an applicable exemption under the Securities Act.
