To the best of knowledge of the Sellers, CDRW has complied in all material respects, with, and is not in violation of any, federal, state, or local statute, law, and/or regulation pertaining. To the best of the knowledge of the Sellers, CDRW has complied with all federal and state securities laws in connection with the offer, sale and distribution of its securities. At the time that CDRW sold Shares to the Sellers, CDRW was entitled to use the exemptions provided by the Securities Act of 1933 relative to the sale of its Shares. The Shares being sold herein are being sold in a private transaction between the Sellers and the Purchaser, and the Sellers make no representation as to whether the Shares are subject to trading restrictions under the Securities Act of 1933, as amended and rules thereunder.