Common use of Understandings Clause in Contracts

Understandings. The undersigned understands, acknowledges and agrees that: (a) no federal or state agency has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of this offering for investment nor any recommendation or endorsement of the Pubco Common Stock; (b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein; (c) the Pubco Common Stock are "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(a)(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder; (d) the representations, warranties and agreements of the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date the Pubco Common Stock is acquired as if made on and as of such date; and (e) THE PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Understandings. The undersigned understands, acknowledges and agrees that: (a) no federal or state agency has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of this offering for investment nor any recommendation or endorsement of the Pubco Common Stock; (b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein; (c) the Pubco Common Stock are "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(a)(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder; (d) the representations, warranties and agreements of the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date the Pubco Common Stock is acquired as if made on and as of such date; and and ▇▇▇▇ ▇▇▇▇▇▇, President, Secretary, Treasurer, Director ▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Operating Officer THE EXECUTIVE EMPLOYMENT AGREEMENT (ethe “Agreement”), dated as of the 20th day of September, 2020, is entered by and between Fresh Promise Foods, Inc., a Nevada publicly traded corporation (the “Company”), located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Executive”) THE PUBCO COMMON STOCK MAY NOT BE TRANSFERREDhaving an address at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇., RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMNE Washington DC 20009. THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEThe Company and Executive may hereinafter be referred to individually as a “Party” or collectively as the “Parties”.

Understandings. The undersigned understands, acknowledges and agrees that: (a) no federal or state agency has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of this offering for investment nor any recommendation or endorsement of the Pubco Common StockSecurities; (b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(24(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein; (c) the Pubco Common Stock Securities are "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common StockSecurities. It is understood that in order not to jeopardize this offering’s 's exempt status under Section 4(a)(24(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder; (d) the representations, warranties and agreements of the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date the Pubco Common Stock is acquired as if made on and as of such date; and (e) THE PUBCO COMMON STOCK SECURITIES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Understandings. The undersigned Investor understands, acknowledges and agrees thatwith the Company as follows: (a) 1. This subscription may be rejected, in whole or in part, by the Company, in its sole and absolute discretion, at any time before the Closing, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor’s subscription. 2. This subscription is and shall be irrevocable, except that the Investor shall have no federal obligations hereunder in the event that this subscription is rejected in full for any reason. 3. No United States, state or state foreign agency has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents Offering Memorandum or as to the fairness of the terms of this the Company’s offering for investment and sale of the Units, nor any recommendation or endorsement of the Pubco Common Stock;Units. (b) this offering is 4. The offer and sale of the Units, Shares and Warrants are intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(24(2) of the Securities Act, and Rule 506 thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein; (c) the Pubco Common Stock are "restricted securities" Investor herein and in the U.S. Questionnaire. 5. The offer and sale of the Units, Shares and Warrants under the Offering Memorandum have not been registered under the Securities Act. There can Accordingly, such securities will not be freely transferable. Although the Company will agree to file a registration statement with the SEC within sixty days following the first Closing to register the Shares and shares of Common Stock issuable upon exercise of the Warrants, the Company may encounter delays in completing this registration and the Investor may have to bear the economic risk of his investment in the Units, Shares and Warrants for an indefinite period of time. Although the Company’s shares of Common Stock are eligible for trading on the OTC Bulletin Board market, there may not be a significant market in such stock in the future. In addition, there is no assurance that a regular and established market will be developed and maintained. There is also no assurance as to the undersigned will depth or liquidity of any market for the Company’s Common Stock or the prices at which holders may be able to sell or dispose shares of Common Stock. 6. If the Company decides to use any placement agents, each of the Pubco Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(a)(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder; (d) the representations, warranties and agreements of the undersigned contained herein and in any other writing delivered placement agents will receive compensation in connection with the transactions contemplated hereby offering and sale of the Units but none of them will guarantee or assume responsibility for the operation or possible liability of the Company, and none of them will supervise or participate in the operation or management of the Company. 7. The Investor acknowledges that no general solicitation or general advertising (including, without limitation, communications published in any newspaper, magazine or other broadcast) has been received by him and that no public solicitation or advertisement with respect to the offering of the Units has been made to him. 8. The Investor acknowledges that certain information contained in the Offering Memorandum is confidential and non-public and agrees that such information shall be true kept in confidence by the Investor and correct neither used by the Investor for the Investor’s personal benefit (other than in all respects on and as connection with this subscription) nor disclosed to any third party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is disclosed by the Company to the public by filings with the SEC or through press releases, (ii) is otherwise part of the public knowledge or literature and readily accessible at the date hereof, (iii) becomes part of the Pubco Common Stock public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iv) is acquired received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations). The applicable provisions of the United States and state securities laws, particularly Rule 10b-5 promulgated under the United States Securities Exchange Act of 1934, as if made amended (the “Exchange Act”), prohibit the purchase or sale of publicly traded securities on and as the basis of such date; andmaterial non—public information. 9. IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE OR FOREIGN SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERING MEMORANDUM OR THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 10. THE UNITS (eINCLUDING THE SHARES OF COMMON STOCK, WARRANTS AND WARRANT SHARES CONTAINED THEREIN) THE PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE STATE AND FOREIGN SECURITIES LAWS, PURSUANT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR EXEMPTION THEREFROMUNDER APPLICABLE STATE AND FOREIGN SECURITIES LAWS. THE UNDERSIGNED PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 11. FOR RESIDENTS OF ALL STATES. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE CERTIFICATES EVIDENCING THE SECURITIES SHALL BEAR A RESTRICTIVE LEGEND REFLECTING THE FOREGOING AND REQUIRING THE TRANSFEROR TO PROVIDE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY FOR ANY TRANSFER PURSUANT TO AN EXEMPTION UNDER SAID ACT. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 12. ANY UNITS PURCHASED BY RESIDENTS OF BRITISH COLUMBIA, ALBERTA OR ONTARIO WILL BE SUBJECT TO RESALE RESTRICTIONS IMPOSED UNDER THE SECURITIES LAWS OF THOSE PROVINCES AND MAY ONLY BE SOLD PURSUANT TO AN AVAILABLE EXEMPTION.

Understandings. The undersigned Investor understands, acknowledges and agrees thatwith the Company and the Chairman as follows: (a1) The Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion, at any time before the closing of the Offering, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor's Subscription. (2) The Subscription is and shall be irrevocable by the Investor until the closing of the sale of all shares being offered except that the Investor shall have no federal obligation hereunder in the event that the Subscription is not accepted for any reason on or prior to the final closing of the Offering on June 30 or any extension thereof. (3) No United States or state agency has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents Offering Materials or as to the fairness of the terms of this offering for investment investment, nor any recommendation or endorsement of the Pubco Common Stock;Shares. (4) Except as set forth in Section D of this Subscription Agreement, the Company is not under any obligation to register the Shares on behalf of the Investor or to assist the Investor in 4 5 complying with any exemption from registration therefor. The Investor further acknowledges that neither the Company nor any registrar will register any transfer of the Shares not made in accordance with paragraph B above. (5) All assumptions, estimates and budgets set forth in the Offering Materials have been included therein for purposes of illustration only, and no assurance is given that actual results will correspond with the results contemplated by the various estimates, budgets and assumptions set forth therein. (6) The Investor acknowledges that the information contained in the Offering Materials is confidential and non-public and agrees that all such information shall be kept in confidence by the Investor and neither used by the Investor to the Investor's personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason; provided, however, that this obligation shall not apply to any such information which (a) is part of the public knowledge or literature and readily accessible on the date hereof; (b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) becomes part of the Securities Act, which is in part dependent upon the truth, completeness public knowledge or literature and accuracy readily accessible by publication (except as a result of the statements made by the undersigned herein; a breach of this provision); or (c) the Pubco Common Stock are "restricted securities" is received from third parties (except third parties who disclose such information in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose violation of the Pubco Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(a)(2) of the Actany confidentiality agreements including, without limitation, any transferee may, at a minimum, be required to fulfill subscription agreement they may have entered into with the investor suitability requirements thereunder;Company). (d7) The Investor acknowledges that all certificates for the representations, warranties and agreements of Shares shall bear the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date the Pubco Common Stock is acquired as if made on and as of such date; and (e) THE PUBCO COMMON STOCK MAY following legend: THESE SECURITIES HAVE NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEJURISDICTION.

Understandings. The undersigned understands, acknowledges and agrees that: (a) no federal or state agency has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of this offering for investment nor any recommendation or endorsement of the Pubco SMC Common Stock; (b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(24(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein; (c) the Pubco SMC Common Stock are is "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco SMC Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(a)(24(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder; (d) the representations, warranties and agreements of the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date the Pubco SMC Common Stock is acquired as if made on and as of such date; and (e) THE PUBCO SMC COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Understandings. The undersigned understands, acknowledges and agrees that: (a) no federal or state agency has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of this offering for investment nor any recommendation or endorsement of the Pubco Common Stock; (b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(24(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein; (c) the Pubco Common Stock are "is “restricted securities" ” in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(a)(24(2) of the Act, any transferee may, at a minimum, be required to fulfill fulfil the investor suitability requirements thereunder; (d) the representations, warranties and agreements of the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date the Pubco Common Stock is acquired as if made on and as of such date; and (e) THE PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Understandings. The undersigned understands, acknowledges and agrees that: (a) no federal or state agency has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of this offering for investment nor any recommendation or endorsement of the Pubco PubCo Common Stock; (b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(24(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein; (c) the Pubco PubCo Common Stock are "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco PubCo Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(a)(24(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder; (d) the representations, warranties and agreements of the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date the Pubco PubCo Common Stock is acquired as if made on and as of such date; and (e) THE PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Understandings. The undersigned understands, acknowledges and agrees that: (a) no federal or state agency has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of this offering for investment nor any recommendation or endorsement of the Pubco Common Stock; (b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(24(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein; (c) the Pubco Common Stock are "“restricted securities" ” in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(a)(24(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder; (d) the representations, warranties and agreements of the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date the Pubco Common Stock is acquired as if made on and as of such date; and (e) THE PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN WITNESS WHEREOF, I have executed this Certificate. _______________________________ Date: _____________________, 20__ Signature _______________________________ Print Name _______________________________ Title (if applicable) _______________________________ Address _______________________________ R▇▇▇▇▇ ▇▇▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇▇ Bharat R▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ – President, CEO R▇▇▇▇▇▇ Bharat – CFO, Secretary 2. 3. 4. 5.

Understandings. The undersigned understands, acknowledges and agrees that: (a) no federal or state agency has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of this offering for investment nor any recommendation or endorsement of the Pubco Common Stock; (b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(24(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein; (c) the Pubco Common Stock are is "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common Stock. It is understood that in order not to jeopardize this offering’s 's exempt status under Section 4(a)(24(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder; (d) the representations, warranties and agreements of the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date the Pubco Common Stock is acquired as if made on and as of such date; and (e) THE PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.