The Purchaser understands that the Subscription Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and applicable state securities laws, including Regulation S promulgated under the Securities Act of 1933, as amended. Such exemption depends, in part, on the accuracy and truthfulness of the representations of Purchaser made in this Agreement and the other Transaction Documents. The Company is relying upon the truth and accuracy of such representations, warranties, agreements, acknowledgments, and understandings of Purchaser set forth herein and therein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Subscription Shares.