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Strategies & Market Trends : Scamthony Cataldo -- Ignore unavailable to you. Want to Upgrade?

To: scion who wrote (84)	1/16/2004 9:34:06 AM
From: scion	Read Replies (1) \| Respond to of 137

III. REPRESENTATIONS BY THE PURCHASERS 3.1 The Purchasers recognize that the purchase of Securities involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that (i) the Purchasers may not be able to liquidate the Purchasers' investment in the event of an emergency; (ii) transferability is extremely limited; and (iii) in the event of a disposition, the Purchasers could sustain a complete loss of the Purchasers' entire investment. 3.2 The Purchasers represent that (i) the Purchasers are competent to understand and do understand the nature of the investment; and (ii) the Purchasers are able to bear the economic risk of this investment. 3.3 The Purchasers hereby represent that the Purchasers have been furnished by the Company during the course of this transaction with all information regarding Sector, Histech and DBE which the Purchasers had requested or desired to know; that all other documents which could be reasonably provided have been made available for the Purchasers' inspection and review; and that the Purchasers have been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of Sector, Histech and DBE concerning the terms and conditions of the Agreement, and any additional information that the Purchasers had requested. 3.4 The Purchasers hereby acknowledge that this sale of Securities has not been reviewed by the Securities and Exchange Commission (the "SEC") because of the Company's representations that this is intended to be a private sale pursuant to Section 4(1) of the 1933 Act. The Purchasers represent that the Securities are being purchased for the Purchasers' own account, for investment purposes and not for distribution or resale to others. The Purchasers agree that the Purchasers will not sell, transfer or otherwise dispose of any of the Securities unless they are registered under the 1933 Act or unless an exemption from such registration is available. 3.5 The Purchasers understand that the Securities have not been registered under the 1933 Act by reason of a claimed exemption under the provisions of the 1933 Act which depends, in part, upon the Purchasers' investment intention. In this connection, the Purchasers understand that it is the position of the SEC that the statutory basis for such exemption would not be present if the Purchasers' representation merely meant that the Purchasers' present intention was to hold the Securities for a short period, for a deferred sale, for a market rise, assuming that a market develops and is maintained, or for any other fixed period. The Purchasers realize that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with the Purchasers' representation to the Company, and the SEC might regard such a sale, transfer or other disposition as a deferred sale for which no exemption from registration is available. 3.6 The Purchasers agree that Sector, Histech and DBE may, if they desire, permit the transfer of the Securities by the Purchasers out of the Purchasers' name only when the Purchasers' request for transfer is accompanied by an opinion of counsel reasonably satisfactory to Sector, Histech and DBE that the proposed sale, transfer or disposition does not result in a violation of the 1933 Act or any applicable state "Blue Sky" laws (collectively, "Securities Laws"). The Purchasers agree to hold the Sector, Histech and DBE and their respective directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless -3- and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any sale, transfer or other disposition of the Securities by the undersigned Purchasers in violation of any Securities Laws or any misrepresentation herein. 3.7 The Purchasers consent to the placement of a legend on the certificates evidencing the Securities stating that they have not been registered under the 1933 Act and setting forth or referring to the restrictions on the sale, transfer or other disposition thereof. The Purchasers are aware that the Company will make a notation in its appropriate records with respect to the restrictions on the sale, transfer or other disposition of the Securities. 3.8 The Purchasers acknowledge and agree that the Company is relying on the Purchasers' representations contained in this Agreement and the related subscription documents in determining whether to sell the Securities to Purchasers. The Purchasers hereby give the Company authority to call the Purchasers' bank or place of employment or otherwise review the financial standing of the Purchasers. 3.9 The Purchasers represent and warrant that all representations made by Purchasers hereunder are true and correct in all material respects as of the date of execution hereof, and Purchasers further agree that until the closing on the Securities subscribed for the Purchasers shall inform the Company immediately of any changes in any of the representations provided by the Purchasers hereunder. 3.10 The Purchasers represent and warrant that the Purchasers shall undertake to complete all filings required by the Securities Exchange Act of 1934, as amended, and any other laws on a timely basis. 10kwizard.com