股票认购协议英文版(5)

sales in any security or solicited any offers to buy any security under circumstances

that would require registration under the Securities Act of the issuance of the Shares

to the Investor. The issuance of the Shares to the Investor will not be integrated with

any other issuance of the Company's securities (past, current or future) for purposes

of the Securities Act.

2.26 YEAR 2000. The mission critical computer software operated by the Company and

each of its subsidiaries is currently capable of providing, or is being adapted to

provide uninterrupted millennium functionality to record, store, process and present

calendar dates falling on or after _________,_________,_________(M/D/Y) in

substantially the same manner and with the same functionality as such mission

critical software records, stores, processes and processes and presents such calendar

dates falling on or before _________,_________,_________(M/D/Y). The costs of

the adaptations referred to in this clause will not have a Material Adverse Effect.

3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

The Investor hereby represents and warrants that:

3.1 AUTHORIZATION. The Investor has full power and authority to enter into this

Agreement. This Agreement constitutes a valid and binding obligation of the Investor

enforceable against the Investor in accordance with its terms, except (i) as limited by

applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of

general application affecting enforcement of creditors' rights generally and (ii) as

limited by laws relating to the availability of specific performance, injunctive relief, or

other equitable remedies.

3.2 PURCHASE ENTIRELY FOR OWN ACCOUNT. The Investor is acquiring the Shares

for investment for its own account, not as a nominee or agent, and not with a view to,

or for the resale or distribution of any part thereof. The Investor has no present

intention of selling, granting any participation in, or otherwise distributing the same.

The Investor further represents that it does not have any contract, undertaking,

agreement or arrangement with any person to sell, transfer or grant participations to

such person or to any third person, with respect to any of the Shares.

3.3 DISCLOSURE OF INFORMATION. The Investor has received all of the information

which it considers necessary or appropriate for deciding whether to purchase the

Shares. The Investor further represents that it has had an opportunity to ask questions

and receive answers from the Company regarding the terms and conditions of the

offering of the Shares. The foregoing, however, does not limit or modify the

representations and warranties of the Company in Section 2 of this Agreement or the

right of the Investor to rely thereon.

3.4 INVESTMENT EXPERIENCE. The Investor (i) fully understands that an investment in

the Company is highly speculative and that it may lose its entire investment in the

Shares purchased from the Company; (ii) is experienced in evaluating and investing in

development stage companies such as the Company, (iii) is capable of evaluating the

merits and risks of its investment in the Shares; (iv) is able to bear the economic risk of a loss of the entire amount of its investment in the Shares; and (v) is prepared to hold

the Shares for an indefinite period of time.

3.5 ACCREDITED INVESTOR. The Investor is an "accredited investor" within the

meaning of Securities and Exchange Commission Rule 501 of Regulation D, as

presently in effect.

3.6 RESTRICTED SECURITIES. The Investor acknowledges that, because the Shares have

not been registered under the Securities Act, the Shares must be held indefinitely

unless subsequently registered under the Securities Act or an exemption from such

registration is available. The Investor is aware of the provisions of Rule 144

promulgated under the Securities Act which permits limited resale of securities

purchased in a private placement subject to the satisfaction of certain conditions..

3.7 LEGENDS. The Investor understands that until (a) the Shares may be sold by the

Investor under Rule 144(k) or (b) such time as the resale of the Shares have been

registered under the Securities Act as contemplated in Section 4.8 hereof, the

certificates representing the Shares will bear a restrictive legend in substantially the

following form (and a stop-transfer order may be placed against transfer of the

certificates for such Shares):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE

SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE

ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE

SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS

OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE

EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THOSE LAWS.

The legend set forth above will be removed and the Company will issue a certificate

without the legend to the holder of any certificate upon which it is stamped, upon

registration of the Shares, in accordance with the terms of Section 4.8 hereof.

4. COVENANTS AND AGREEMENTS

4.1 ORDINARY COURSE OF BUSINESS AND NOTICE OF ADVERSE CHANGES.

From and after the date of this Agreement through the Closing, the Company shall

conduct its business in the ordinary course and consistent in all material respects with

past practice, except as may be required or contemplated in this Agreement. The

Company shall advise the Investor promptly of …… 此处隐藏：5608字，全部文档内容请下载后查看。喜欢就下载吧 ……