Common use of Registration Statement Effectiveness Clause in Contracts

Registration Statement Effectiveness. (a) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after filing thereof with the SEC (the date the SEC declares the Registration Statement effective, the “Effective Date”). The Company shall use commercially reasonable efforts to cause the Registration Statement to continue to be effective until the earlier to occur of (A) six (6) months after the Effective Date and (B) the date that Purchaser has either disposed of or has had the ability to dispose of all Registrable Securities within a single three month period pursuant to Rule 144 of the Securities Act (“Effective Period”), and, during such period, to cause the Registration Statement and the prospectus contained therein to be updated as reasonably deemed necessary by the Company or required by the Securities Act or the Exchange Act to enable Purchaser to resell the Registrable Securities. (b) If at any time during the period commencing twelve months after the Closing Date and ending on the termination of the Company’s obligations under this Article IV there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to Purchaser a written notice of such determination and, if within five (5) business days after the date of such notice, Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities Purchaser requests to be registered; provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 4.3 that are then eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act or that are the subject of a then effective Registration Statement; provided further, that it shall be a condition to the inclusion of such Registrable Securities on such registration statement that Purchaser agrees to the same terms and conditions regarding method of sale applicable to the securities otherwise being sold through such registration. (c) Promptly upon any registration statement filed pursuant to this Section 4.3 being declared effective by the SEC, the Company will file a related form of final prospectus pursuant to Rule 424(b) promulgated under the Securities Act. (d) Purchaser agrees to indemnify (to the fullest extent permitted by applicable law) the Company, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls the Company (within the meaning of the Securities Act), against liability, losses, claims, damages, actions or expenses (including, in each case, under the Securities Act or the Exchange Act) arising by reason of any statement contained in a registration statement (including, without limitation, any Registration Statement), or any amendment or supplement thereto, that Purchaser provided to the Company in writing explicitly for use in such registration statement, being actually or allegedly false or misleading or actually or allegedly omitting to state a material fact necessary to be stated in order that the statements made in such registration statement, in the circumstances in which they are made, not be misleading; provided that in no event will the aggregate amount Purchaser is required to pay pursuant to such indemnification obligations exceed the greater of the aggregate purchase price paid by Purchaser hereunder and the amount of the net proceeds received by Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company hereby agrees to indemnify (to the fullest extent permitted by applicable law) Purchaser, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls Purchaser (within the meaning of Securities Act) against liability, losses, claims, damages, actions or expenses (including, in each case, under the Securities Act or the Exchange Act) arising by reason of (i) any statement (other than a statement provided by Purchaser as described above) in or incorporated by reference in a registration statement (including, without limitation, any Registration Statement), or any amendment or supplement thereto, being actually or allegedly false or misleading or actually or allegedly omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in such registration statement, in the circumstances in which they are made, not be misleading, (ii) any actual or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws in connection with a registration statement, or (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement. (e) To the extent a claim for indemnification under this Section 4.3 is unavailable (by reason of public policy or otherwise) or insufficient to hold harmless an indemnified party in respect of any losses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, was taken or made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any losses shall be deemed to include, subject to the limitations set forth herein, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for herein was available to such party in accordance with its terms. (f) The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof, including, without limitation, the provisions of this Section 4.3, and are fully informed regarding said provisions.

Registration Statement Effectiveness. (a) The At such time as the Company shall use commercially reasonable efforts and Newbridge are mutually satisfied that it is appropriate to have commence the Registration Statement declared effective under IPO, the Securities Act as promptly as practicable after filing thereof with final terms of the SEC (Underwriting Agreement will be negotiated and the date Company and Newbridge will request the SEC declares Commission to make the Registration Statement effective, the “Effective Date”). 10. Certain Conditions. The Company shall use commercially reasonable efforts to cause the Registration Statement to continue to be effective until the earlier to occur of (A) six (6) months after the Effective Date and (B) the date that Purchaser has either disposed of or has had the ability to dispose of all Registrable Securities within a single three month period pursuant to Rule 144 of the Securities Act (“Effective Period”), and, during such period, to cause the Registration Statement and the prospectus contained therein to be updated as reasonably deemed necessary by the Company or required by the Securities Act or the Exchange Act to enable Purchaser to resell the Registrable Securities. (b) If at any time during the period commencing twelve months after the Closing Date and ending on the termination of the Company’s obligations under this Article IV there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to Purchaser a written notice of such determination and, if within five (5) business days after the date of such notice, Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities Purchaser requests to be registered; provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 4.3 that are then eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act or that are the subject of a then effective Registration Statement; provided further, that it IPO shall be a condition to the inclusion of such Registrable Securities on such registration statement that Purchaser agrees to the same terms and conditions regarding method of sale applicable to the securities otherwise being sold through such registration. (c) Promptly upon any registration statement filed pursuant to this Section 4.3 being declared effective by the SEC, the Company will file a related form of final prospectus pursuant to Rule 424(b) promulgated under the Securities Act. (d) Purchaser agrees to indemnify (to the fullest extent permitted by applicable law) the Company, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls the Company (within the meaning of the Securities Act), against liability, losses, claims, damages, actions or expenses (including, in each case, under the Securities Act or the Exchange Act) arising by reason of any statement contained in a registration statement (including, without limitation, any Registration Statement), or any amendment or supplement thereto, that Purchaser provided to the Company in writing explicitly for use in such registration statement, being actually or allegedly false or misleading or actually or allegedly omitting to state a material fact necessary to be stated in order that the statements made in such registration statement, in the circumstances in which they are made, not be misleading; provided that in no event will the aggregate amount Purchaser is required to pay pursuant to such indemnification obligations exceed the greater of the aggregate purchase price paid by Purchaser hereunder and the amount of the net proceeds received by Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company hereby agrees to indemnify (to the fullest extent permitted by applicable law) Purchaser, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls Purchaser (within the meaning of Securities Act) against liability, losses, claims, damages, actions or expenses (including, in each case, under the Securities Act or the Exchange Act) arising by reason of (i) any statement (other than a statement provided by Purchaser as described above) in or incorporated by reference in a registration statement (including, without limitation, any Registration Statement), or any amendment or supplement thereto, being actually or allegedly false or misleading or actually or allegedly omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in such registration statement, in the circumstances in which they are made, not be misleading, (ii) any actual or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws in connection with a registration statement, or (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement. (e) To the extent a claim for indemnification under this Section 4.3 is unavailable (by reason of public policy or otherwise) or insufficient to hold harmless an indemnified party in respect of any losses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference toconditioned upon, among other things, whether any action the following: a. Satisfactory completion by Newbridge of its due diligence investigation and analysis of: (i) the Company’s arrangements with its officers, directors, employees, affiliates, customers and suppliers, (ii) the audited historical financial statements of the Company as may be required by the Act and rules and regulations of the Commission thereunder for inclusion in questionthe Registration Statement, including any untrue or alleged untrue statement and (iii) the Company’s projected financial results and projections for the fiscal years ending December 31, 2009 and 2010; b. The execution by the Company and Newbridge of a material fact or omission or alleged omission of a material fact, was taken or made by, or relates to information supplied by, such indemnifying party or indemnified party, definitive Underwriting Agreement containing all applicable terms and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any losses shall be deemed to include, subject to the limitations set forth herein, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification conditions provided for herein was available in this Agreement; c. The Company meeting the criteria necessary for inclusion of the Common Stock on the NASDAQ Global or Global Select Market or the NASDAQ Capital Market or NYSE, AMEX or the OTC Bulletin Board and agreeing to use its commercially reasonable efforts to maintain such party in accordance with its terms. listing (fif applicable) for a period of at least three (3) years after the IPO Closing; d. The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during Company’s registration of the negotiations regarding the provisions hereof, including, without limitation, Common Stock under the provisions of this Section 4.312(b) or (g), as applicable, of the Securities Exchange Act of 1934, as amended, on or prior to the effective date of the IPO; e. The Company retaining an independent certified public accounting firm reasonably acceptable to Newbridge, which will have responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement. Newbridge consents to the retention of Ernst & Young; f. The Company retaining a financial printer reasonably acceptable to Newbridge to handle the printing and related aspects of the IPO; g. The Company retaining a transfer agent for the Company’s Common Stock reasonably acceptable to Newbridge and agreeing to continue to retain such transfer agent for a period of three years after the IPO Closing. Newbridge consents to the retention of Corporate Stock Transfer and/or Capita Depository (provided that it can provide services in the United States); h. The Company engaging a financial public relations firm reasonably acceptable to Newbridge, which firm shall be experienced in assisting issuers in public offerings of securities and in their relations with their security holders, and are fully informed regarding said provisionsagreeing to continue to retain such firm or another firm reasonably acceptable to Newbridge for a period of no less than one (1) years after the IPO Closing. Newbridge consents to the retention of Citigate-Global Consulting Group and DeFacto IRPR; and i. The Company registering with the Corporation Records Service (including annual report information) published by Standard & Poor’s Corporation and covenanting to maintain such registration for a period of three (3) years from the IPO Closing.

Registration Statement Effectiveness. (a) The Company shall use commercially reasonable efforts to have the Registration Statement S-3 declared effective under the Securities Act as promptly as practicable after filing thereof with the SEC, but in no event later than (i) 45 days after the Filing Date in the event that the SEC has notified the Company that it will not review the S-3 or (ii) 150 days after the Filing Date in the event that the SEC has notified the Company that it will review the S-3 (the date the SEC declares the Registration Statement effective, under either (i) or (ii) is referred to as the “Effective Date”). The Company shall use commercially reasonable efforts to cause the Registration Statement S-3 to continue to be effective until the earlier to occur of (A) six (6) months after the Effective second anniversary of the First Closing Date and (B) the date that Purchaser has all holders of Registrable Securities have either disposed of or has had have the ability to dispose of all their Registrable Securities within a single three month period pursuant to Rule 144 of the Securities Act (“S-3 Effective Period”), and, during such period, to cause the Registration Statement S-3 and the prospectus contained therein to be updated as reasonably deemed necessary by the Company or required by the Securities Act or the Exchange Act to enable the Purchaser to resell the Registrable Securities. (b) If at any time during the period commencing twelve months after the Closing Date and ending on the termination of the Company’s obligations under this Article IV S-3 Effective Period there is not an effective Registration Statement registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Purchaser a written notice of such determination and, if within five (5) business days after the date of such notice, any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Purchaser requests to be registered; provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 4.3 that are then eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act or that are the subject of a then effective Registration Statementregistration statement; provided further, that it shall be a condition to the inclusion of such Registrable Securities on such registration statement that such Purchaser agrees to the same terms and conditions regarding method of sale applicable to the securities otherwise being sold through such registration. (c) Promptly upon any registration statement filed pursuant to this Section 4.3 being declared effective by the SEC, the Company will file a related form of final prospectus pursuant to Rule 424(b) promulgated under the Securities Act. (d) Each Purchaser agrees to indemnify (to the fullest extent permitted by applicable law) the Company, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls the Company (within the meaning of the Securities Act)Company, against liability, losses, claims, damages, actions or expenses liability (including, in each case, including liability under the Securities Act or and the Exchange Act▇▇▇▇ ▇▇▇) arising by reason of any statement contained in a registration statement (including, without limitation, any Registration Statement), or any amendment or supplement theretothe S-3, that Purchaser provided to the Company in writing explicitly for use in such registration statementthe S-3, being actually or allegedly false or misleading or actually or allegedly omitting to state a material fact necessary to be stated in order that the statements made in such registration statementthe S-3, in the circumstances in which they are made, not be misleading; provided that in no event will the aggregate amount Purchaser is required to pay pursuant to such indemnification obligations exceed the greater of the aggregate purchase price paid by Purchaser hereunder and the amount of the net proceeds received by Purchaser such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company hereby agrees to indemnify Purchaser (to the fullest extent permitted by applicable law) Purchaserincluding its officers, its officers and directors, each underwriter parents, affiliates, employees and selling broker, if any, and each person, if any, who controls Purchaser (within the meaning of Securities Actagents) against liability, losses, claims, damages, actions or expenses liability (including, in each case, including liability under the Securities Act or and the Exchange Act▇▇▇▇ ▇▇▇) arising by reason of (i) any statement (other than a statement provided by Purchaser as described above) in or incorporated by reference in a registration statement (including, without limitation, any Registration Statement), or any amendment or supplement thereto, the S-3 being actually or allegedly false or misleading or actually or allegedly omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in such registration statementthe S-3, in the circumstances in which they are made, not be misleading, (ii) any actual or alleged violation by the Company of the Securities Act, the Exchange 1934 Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange 1934 Act or any state securities laws in connection with a registration statementthe S-3, or (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement. (e) To the extent If a claim for indemnification under this Section 4.3 is unavailable (by reason of public policy or otherwise) or insufficient to hold harmless an indemnified party in respect of any losses referred to herein, then the each indemnifying party, in lieu of indemnifying the such indemnified party, shall contribute (but not in an amount greater than it would pay under Section 4.3(d)) to the amount paid or payable by the such indemnified party as a result of such losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, was taken or made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any losses shall be deemed to include, subject to the limitations set forth herein, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for herein was available to such party in accordance with its terms. (f) The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof, hereof including, without limitation, the provisions of this Section 4.3, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 4.3 fairly allocate the risks in light of the ability of the Purchasers to investigate the Company and its business, and the ability of the Company to investigate certain matters regarding the Purchaser, in order to assure that adequate disclosure is made in the S-3 as required by the Securities Act and the Exchange Act.

Registration Statement Effectiveness. (a) The Company shall use commercially reasonable efforts to have the Registration Statement SB-2 declared effective under the Securities Act as promptly as practicable after filing thereof with the SEC (the date the SEC declares the Registration Statement effectiveSEC, the “Effective Date”)but in no event later than July 31, 2006. The Company shall use commercially reasonable efforts to cause the Registration Statement SB-2 to continue to be effective until the earlier to occur of (Ai) six (6) months after the Effective second anniversary of the Closing Date and (Bii) the date that Purchaser has all holders of Registrable Securities have either disposed of or has had have the ability to dispose of all their Registrable Securities within a single three month period pursuant to Rule 144 of the Securities Act (“SB-2 Effective Period”), and, during such period, to cause the Registration Statement SB-2 and the prospectus contained therein to be updated as reasonably deemed necessary by the Company or required by the Securities Act or the Exchange Act to enable the Purchaser to resell the Registrable Securities. (b) . If at any time during the period commencing twelve months after the Closing Date and ending on the termination of the Company’s obligations under this Article IV SB -2 Effective Period there is not an effective Registration Statement registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Purchaser a written notice of such determination and, if within five (5) business days after the date of such notice, any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Purchaser requests to be registered; provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 4.3 that are then eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act or that are the subject of a then effective Registration Statementregistration statement; provided further, that it shall be a condition to the inclusion of such Registrable Securities on such registration statement that such Purchaser agrees to the same terms and conditions regarding method of sale applicable to the securities otherwise being sold through such registration. (c) . Promptly upon any registration statement filed pursuant to this Section 4.3 being declared effective by the SEC, the Company will file a related form of final prospectus pursuant to Rule 424(b) promulgated under the Securities Act. (d) . Purchaser hereby agrees to indemnify (to the fullest extent permitted by applicable law) the Company, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls the Company (within the meaning of the Securities Act)Company, against liability, losses, claims, damages, actions or expenses liability (including, in each case, including liability under the Securities Act or and the Exchange Act▇▇▇▇ ▇▇▇) arising by reason of any statement contained in a registration statement (including, without limitation, any Registration Statement), or any amendment or supplement theretothe SB-2, that Purchaser provided to the Company in writing explicitly for use in such registration statementthe SB-2, being actually or allegedly false or misleading or actually or allegedly omitting to state a material fact necessary to be stated in order that the statements made in such registration statementthe SB-2, in the circumstances in which they are made, not be misleading; provided that in no event will the aggregate amount Purchaser is required to pay pursuant to such indemnification obligations exceed the greater of the aggregate purchase price paid by Purchaser hereunder and the amount of the net proceeds received by Purchaser such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company hereby agrees to indemnify Purchaser against liability (to the fullest extent permitted by applicable law) Purchaser, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls Purchaser (within the meaning of Securities Act) against liability, losses, claims, damages, actions or expenses (including, in each case, including liability under the Securities Act or and the Exchange Act▇▇▇▇ ▇▇▇) arising by reason of (i1) any statement (other than a statement provided by Purchaser as described above) in or incorporated by reference in a registration statement (including, without limitation, any Registration Statement), or any amendment or supplement thereto, the SB-2 being actually or allegedly false or misleading or actually or allegedly omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in such registration statementthe SB-2, in the circumstances in which they are made, not be misleading, (ii2) any actual or alleged violation by the Company of the Securities Act, the Exchange 1934 Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange 1934 Act or any state securities laws in connection with a registration statementthe SB-2, or (iii3) any breach of any representation, warranty or covenant made by the Company in this Agreement. (e) To the extent . If a claim for indemnification under this Section 4.3 is unavailable (by reason of public policy or otherwise) or insufficient to hold harmless an indemnified party in respect of any losses referred to herein, then the each indemnifying party, in lieu of indemnifying the such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, was taken or made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any losses shall be deemed to include, subject to the limitations set forth herein, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for herein was available to such party in accordance with its terms. (f) . The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof, hereof including, without limitation, the provisions of this Section 4.3, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 4.3 fairly allocate the risks in light of the ability of the Purchasers to investigate the Company and its business, and the ability of the Company to investigate certain matters regarding the Purchaser, in order to assure that adequate disclosure is made in the SB-2 as required by the Securities Act and the Exchange Act.