Additional Representatives. (a) By execution hereof, each of the indersigned hereby confirms that the securities of NET and TSI to be issued or delivered to him or it pursuant to this Agreement (the "Securities") will be acquired for investment for the undersigned's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that each of the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the same. By execution hereof, each of the undersigned further represents such undersigned does not have any contract, undertaking agreement or arrangement with any third party, with respect to any of the Securities. (b) Each of the undersigned understands that the Securities are being issued pursuant to available exemption thereto and have not been registered under the Securities Act, or under any state securities law. Each of the undersigned understands that no registration statements has been filed with the United States, Securities and Exchange COmmission nor with any other regulatsory authority and that, sa a result, any benefit which might normally accrue to a holder such as the undersigned by an impartial review of such registration statement by the Securities and Exchange Commission or the regulatory authority will not be forthcoming. Each of the undersigned understands thta he/she/it cannot sell the Securities unless such sale is registered becomes available. In this connection each of the undersigned understands that the Securities are "restricted securities" under the Securities Act and that they may not be transferred by the undersigned to any person without prior consent of the Company, which consent of the Company will require an opinion of counsel to the effect that, in the event the Securities are not registere under the Securities Act, any transfer as may be proposed by the undersigned must be entitled to an exemption from the registration provisions of the Securities Act. TO this end, each of the undersigned acknowledges that a legend to the following effect will be places upon the certificate representing the Securities and that the Transfer Agent (in the case of NET Securities) has been advised of such facts: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED AND SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR IF AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TOT HE SATISFACTION OF THE COMPANY. Each of the undersigned understands that foregoing legend on his/her certificate for the Securities limits their value, including their value as collateral. (c) Each of the undersigned represents that he/she/it is experienced in evaluation and investing in securities of companies in the development stage and acknowledges that he/she/it is able to fend for itself, can bear the economic risk of this investment and has such knowledge and experience in financial and business matters that it is capable of evaluating in the Securities.
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Sources: Membership Interest Exchange and Share Exchange Agreement (Stocktrade Network Inc), Membership Interest Exchange and Share Exchange Agreement (Stocktrade Network Inc)