PROCERA NETWORKS, INC. WARRANT AGREEMENT Restricted Common Stock Exercisable at $1.50 per Share
EXHIBIT
2.2
PROCERA
NETWORKS, INC.
Restricted
Common Stock Exercisable at $1.50 per Share
THE
SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY INVESTOR FOR INVESTMENT
AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO
SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY IN FORM
AND
SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT").
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT
OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE
ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
SUCH
STATE LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND SUCH STATE LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION
THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER
REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON
OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY
IS
UNLAWFUL.
THE
COMPANY IS RELYING ON CERTAIN FEDERAL AND STATE LAWS, POLICIES AND JUDICIAL
PRECEDENTS WHICH EXEMPT THIS OFFERING FROM THE NECESSITY OF REGISTRATION.
AS A
CONSEQUENCE, SUCH SECURITIES WILL BE REQUIRED TO BE HELD INDEFINITELY UNLESS
THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION
FROM
REGISTRATION IS AVAILABLE.
THIS
WARRANT AGREEMENT (this "Agreement") is made and entered into as of
__________________, 2006 between Procera Networks, Inc.,
a
Nevada
corporation (the "Company"), and ________________________
(“Holder”).
R
E C I T A L S
WHEREAS,
the Company has sold shares of common stock (“Shares”)
to the
Holders pursuant to one or more Subscription Agreements, as described in
the
Private Placement Memorandum, Dated November __, 2006. (“PPM”);
WHEREAS,
the sale of the Shares is conditional upon the granting of a warrant (the
"Warrant"), convertible into 20% of the total Shares, under the terms and
conditions as set forth herein.
WHEREAS,
the common stock of the Company exercisable in connection with the Warrants
which are the subject of this Agreement will be issued by the Company to
Holder
in connection with the Registration Rights Agreement, between the Company
and
the Holder, attached to the PPM as Exhibit
B.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual promises and
covenants contained herein, the parties, severally and not jointly, hereby
agree
as follows:
1
of 5
A
G R E E M E N T
1. Warrant
Certificates.
The
warrant certificates to be delivered pursuant to this Agreement (the "Warrant
Certificates") shall be in the form set forth in Exhibit
A,
attached hereto and made a part hereof, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted
by
this Warrant Agreement.
2. Right
to Exercise Warrants.
Each
Warrant may be exercised from the date of this Agreement until 11:59 P.M.
(Eastern Standard Time) on the date that is five (5) years after the date
of
this Agreement (the "Expiration Date"). Each Warrant not exercised on or
before
the Expiration Date shall expire.
Each
Warrant shall entitle its holder to purchase from the Company one share of
Common Stock(each an “Exercise Share”) at an exercise price of $1.50 per share,
subject to adjustment as set forth below ("Exercise Price").
The
Company shall not be required to issue fractional shares of Common Stock
upon
the exercise of this Warrant or to deliver Warrant Certificates which evidence
fractional shares of capital stock. In the event that a fraction of an Exercise
Share would, except for the provisions of this paragraph 2, be issuable upon
the
exercise of this Warrant, the Company shall pay to the Holder exercising
the
Warrant an amount in cash equal to such fraction multiplied by the current
market value of the Exercise Share. For purposes of this paragraph 2, the
current market value shall be determined as follows:
(a) if
the
Shares are traded in the over-the-counter market and not on any national
securities exchange and not in the NASDAQ Reporting System, the average of
the
mean between the last bid and asked prices per share, as reported by the
National Quotation Bureau, Inc., or an equivalent generally accepted reporting
service, for the last business day prior to the date on which the Warrant
is
exercised, or, if not so reported, the average of the closing bid and asked
prices for a Share as furnished to the Company by any member of the National
Association of Securities Dealers, Inc., selected by the Company for that
purpose.
(b) if
the
Shares are listed or traded on a national securities exchange or in the NASDAQ
Reporting System, the closing price on the principal national securities
exchange on which they are so listed or traded or in the NASDAQ Reporting
System, as the case may be, on the last business day prior to the date of
the
exercise of the Warrant. The closing price referred to in this Clause (b)
shall
be the last reported sales price or, in case no such reported sale takes
place
on such day, the average of the reported closing bid and asked prices, in
either
case on the national securities exchange on which the Shares are then listed
on
in the NASDAQ Reporting System; or
(c) if
no
such closing price or closing bid and asked prices are available, as determined
in any reasonable manner as may be prescribed by the Board of Directors of
the
Company.
3. Mutilated
or Missing Warrant Certificates.
In case
any of the Warrant Certificates shall be mutilated, lost, stolen or destroyed
prior to the Expiration Date, the Company shall issue and deliver, in exchange
and substitution for and upon cancellation of the mutilated Warrant Certificate,
or in lieu of and in substitution for the Warrant Certificate lost, stolen
or
destroyed, a new Warrant Certificate of like tenor and representing an
equivalent right or interest.
4. Reservation
of Shares.
The
Company will at all times reserve and keep available, free from preemptive
rights, out of the aggregate of its authorized but unissued Shares or its
authorized and issued Shares held in its treasury for the purpose of enabling
it
to satisfy its obligation to issue Exercise Shares upon exercise of Warrants,
the full number of Exercise Shares deliverable upon the exercise of all
outstanding Warrants.
The
Company covenants that all Exercise Shares which may be issued upon exercise
of
Warrants will be validly issued, fully paid and non-assessable outstanding
Shares of the Company.
5. Rights
of Holder.
The
Holder shall not, by virtue of anything contained in this Warrant Agreement
or
otherwise, prior
to
exercise of this Warrant, be entitled to any right whatsoever, either in
law or
equity, of a stockholder of the Company, including without limitation, the
right
to receive dividends or to vote or to consent or to receive notice as a
stockholder in respect of the meetings of stockholders or the election of
directors of the Company of any other matter.
2
of 5
6. Investment
Intent; Accredited Investor.
Holder
represents and warrants to the Company that Holder is acquiring the Warrants
for
investment purposes and with no present intention of distributing or reselling
any of the Warrants. Holder represents that it is an “accredited investor”
within the meaning of Rule 501 of Regulation D under the Securities Act (the
“Act”) and has executed and delivered the Investment Representation Statement
that accompanies this Agreement.
7. Certificates
to Bear Legend.
The
Warrants and the certificate or certificates therefore shall bear the following
legend by which each holder shall be bound:
"THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANS-FERRED WITHOUT AN EFFECTIVE REGIS-TRATION THEREOF UNDER SUCH ACT OR
PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL, REASON-ABLY SATISFACTORY TO
THE
COR-PORATION AND ITS COUN-SEL, THAT SUCH REGISTRATION IS NOT
REQUIRED."
The
Exercise Shares and the certificate or certificates evidencing any such Exercise
Shares shall bear the following legend:
"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE
OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT IS AVAILABLE."
Certificates
for Warrants or Exercise Shares, as the case may be, without such legend
shall
be issued if such Warrants or Exercise Shares are sold pursuant to an effective
registration statement under the Act or if the Company has received an opinion
from counsel reasonably satisfactory to counsel for the Company that such
legend
is no longer required under the Act.
8. Adjustment
of Number of Shares and Class of Capital Stock Purchasable.
The
number of Exercise Shares and class of capital stock purchasable under this
Warrant are subject to adjustment from time to time as set forth in this
Section
8.
(a) Adjustment
for Change in Capital Stock.
If the
Company:
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(i)
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pays
a dividend or makes a distribution on its Common
Stock;
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(ii)
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subdivides
its outstanding shares of Common Stock into a greater number of
shares;
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(iii)
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combines
its outstanding shares of Common Stock into a smaller number of
shares;
or
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(iv)
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makes
a distribution on its Common Stock in shares of its capital stock
other
than Common Stock.
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then
the
number and classes of Exercise Shares purchasable upon exercise of each Warrant
in effect immediately prior to such action shall be adjusted so that the
holder
of any Warrant thereafter exercised may receive the number and classes of
shares
of capital stock of the Company which such holder would have owned immediately
following such action if such holder had exercised the Warrant immediately
prior
to such action.
3
of 5
For
a
dividend or distribution the adjustment shall become effective immediately
after
the record date for the dividend or distribution. For a subdivision, combination
or reclassification, the adjustment shall become effective immediately after
the
effective date of the subdivision, combination or reclassification.
If
after
an adjustment the holder of a Warrant upon exercise of it may receive shares
of
two or more classes of capital stock of the Company, the Board of Directors
of
the Company shall in good faith determine the allocation of the adjusted
Exercise Price between or among the classes of capital stock. After such
allocation, that portion of the Exercise Price applicable to each share of
each
such class of capital stock shall thereafter be subject to adjustment on
terms
comparable to those applicable to the Exercise Shares in this Agreement.
Notwithstanding the allocation of the Exercise Price between or among shares
of
capital stock as provided by this Section 8(a), a Warrant may only be exercised
in full by payment of the entire Exercise Price in effect at the time of
such
exercise.
(b) Consolidation,
Merger or Sale of the Company.
If the
Company is a party to a consolidation, merger or transfer of assets which
reclassifies or changes its outstanding Common Stock, the successor corporation
(or corporation controlling the successor corporation or the Company, as
the
case may be) shall by operation of law assume the Company's obligations under
this Agreement. Upon consummation of such transaction, the Warrants shall
auto-matically become exercisable for the kind and amount of securities,
cash or
other assets which the holder of a Warrant would have owned immediately after
the consolidation, merger or transfer if the holder had exercised the Warrant
immediately before the effective date of such transaction. As a condition
to the
consummation of such transaction, the Company shall arrange for the person
or
entity obligated to issue securities or deliver cash or other assets upon
exercise of the Warrant to, concurrently with the consummation of such
transaction, assume the Company's obligations hereunder by executing an
instrument so providing and further providing for adjustments which shall
be as
nearly equivalent as may be practical to the adjustments provided for in
this
Section 8.
9. Successors.
All the
covenants and provisions of this Agreement by or for the benefit of the Company
or Holder shall bind and inure to the benefit of their respective successor
and
assigns hereunder.
10. Counterparts.
This
Agreement may be executed in any number of counterparts and each of such
counterparts shall for all proposes be deemed to be an original, and such
counterparts shall together constitute by one and the same
instrument.
11. Notices.
All
notices or other communications under this Agreement shall be in writing
and
shall be deemed to have been given if delivered by hand or mailed by certified
mail, postage prepaid, return receipt requested, addressed as follows: if
to the
Company: Procera Networks, Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention: ▇▇▇ ▇▇▇▇▇▇▇, Chief Financial Officer, and to the Holder: at the
address of the Holder appearing on the books of the Company or the Company’s
transfer agent, if any.
Either
the Company or the Holder may from time to time change the address to which
notices to it are to be mailed hereunder by notice in accordance with the
provisions of this Paragraph 11.
12. Supplements
and Amendments.
The
Company may from time to time supplement or amend this Agreement without
the
approval of any Holders in order to cure any ambiguity or to be correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provision, or to make any other provisions in regard to matters
or questions herein arising hereunder which the Company may deem necessary
or
desirable and which shall not materially adversely affect the interest of
the
Holder.
13. Severability.
If for
any reason any provision, paragraph or term of this Agreement is held to
be
invalid or unenforceable, all other valid provisions herein shall remain
in full
force and effect and all terms, provisions and paragraphs of this Agreement
shall be deemed to be severable.
14. Governing
Law and Venue.
This
Agreement shall be deemed to be a contract made under the laws of the State
of
California and for all purposes shall be governed and construed in accordance
with the laws of said State. Any proceeding arising under this Agreement
shall
be instituted in the State of California.
4
of 5
17. Headings.
Paragraphs and subparagraph headings, used herein are included herein for
convenience of reference only and shall not affect the construction of this
Agreement nor constitute a part of this Agreement for any other
purpose.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the date and year first above written.
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COMPANY
Procera
Networks, Inc.
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HOLDER:
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By:
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▇▇▇▇
▇▇▇▇▇▇, CEO
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By:
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Name:
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Tax
ID:
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5
of 5
Exhibit
A
THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGIS-TRATION THEREOF UNDER SUCH ACT OR
PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL, REASON-ABLY SATISFACTORY TO
THE
CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.
WARRANT
TO PURCHASE SHARES
OF
COMMON
STOCK OF
PROCERA
NETWORKS, INC
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Initial
Number of Shares:
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_______
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Exercise
Price:
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$1.50
per share
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Date
of Grant:
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__________,
2006
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Expiration
Date:
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________,
2011
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THIS
CERTIFIES THAT, _____________________- or any person or entity to whom the
inter-est in this Warrant is lawful-ly transferred ("Holder") is entitled
to
purchase the above number (as adjust-ed pursuant to Section 4 hereof) of
fully
paid and non-assess-able shares of the Common Stock (the "Shares") of Procera
Networks, Inc., a Nevada corporation (the "Company), having an Exercise Price
as
set forth above, subject to the provisions and upon the terms and condi-tions
set forth herein and in the Warrant Agreement dated ____________,
2006.
The exercise price, as adjusted from time to time as provided herein, is
referred to as the "Exercise Price."
1. Term.
The
purchase right represented by this Warrant is exer-cisable, in whole or in
part,
at any time commencing on the Date of Grant and ending on the Expiration
Date,
after which time the Warrant shall be void.
2. Method
of Exercise; Payment; Issuance of New Warrant.
Subject
to Section 1 hereof, the right to purchase Shares repre-sented by this Warrant
may be exercised by Holder, in whole or in part, for the total number of
Shares
remaining available for exercise by the surrender of this Warrant (with the
notice of exercise form attached hereto as Exhibit
A
duly
executed) at the principal office of the Company and by the payment to the
Company, by check made payable to the Company drawn on a United States bank
and
for United States funds, or by delivery to the Company of evidence of
cancellation of indebtedness of the Company to such Holder, of an amount
equal
to the then appli-cable Exercise Price per share multiplied by the number
of
Shares then being purchased or by net exercise pursuant to Section 6 hereof.
In
the event of any exercise of the purchase right represented by this War-rant,
certificates for the Shares so purchased shall be promptly delivered to Holder
and, unless this Warrant has been fully exercised or has expired, a new Warrant
representing the portion of the Shares, if any, with respect to which this
Warrant shall not then have been exer-cised shall also be promptly delivered
to
Holder.
3. Exercise
Price.
The
Exercise Price at which this Warrant may be exercised shall be the Exercise
Price, as adjusted from time to time pursuant to Section 4 hereof.
4. Reclassification,
Reorganization, Consolidation or Merger.
In the
case of any reclassification of the Shares, or any reorganization, consolidation
or merger of the Company with or into another corporation (other than a merger
or reorganization with respect to which the Company is the continuing
corporation and which does not result in any reclassification of the Shares),
the Company, or such successor corporation, as the case may be, shall execute
a
new warrant providing that the Holder shall have the right to exercise such
new
warrant and upon such exercise to receive, in lieu of each Share theretofore
issuable upon exercise of this Warrant, the number and kind of securities,
money
and property receivable upon such reclassification, reorganization,
consolidation or merger by a holder of Shares for each Share. Such new warrant
shall provide for adjustments which shall be as nearly equivalent as may
be
practicable to the adjust-ments provided for in this Section 4 including,
without limitation, adjustments to the Exercise Price and to the number of
Shares issuable upon exercise of this Warrant. The provisions of this Section
4
shall similarly apply to successive reclassifications, reorganizations,
consolidations or mergers.
1
of 4
5. Transferability
and Negotiability of Warrant.
This
Warrant may not be transferred or assigned in whole or in part without
compliance with applicable federal and state securities laws by the transferor
and the transferee (includ-ing, without limitation, the delivery of investment
represen-tation letters and legal opinions reasonably satisfactory to the
Company, if reasonably requested by the Com-pany). Subject to the provisi-ons
of
this Section 5, title to this War-rant may be transferred in the same
manner as a negotiable instrument transferable by endorsement and
delivery.
6. Net
Exercise.
In lieu
of exercising this Warrant for cash, the Holder may elect to exchange this
Warrant for Shares equal to the value of this Warrant by surrender of this
Warrant, together with notice of such election, at the principal office of
the
Company, in which event the Company shall issue to the holder a number of
Shares
computed using the following formula:
X
=
Y
(A-B)
A
Where :
X=
the
number of Shares to be issued to the holder.
Y=
the
number of Shares purchasable under this Warrant.
A=
value
per share of one Share determined in accordance with Section 2 of the Warrant
Agreement.
B=
the
Exercise Price (as adjusted).
7. Miscellaneous. The
Company cove-nants that it will at all times reserve and keep available,
solely
for the purpose of issue upon the exercise hereof, a sufficient number of
Shares
to permit the exer-cise hereof in full. Such Shares, when issued in compliance
with the provisions of this Warrant and the Company’s First Amended and Restated
Articles of Incorporation, will be duly authorized, validly issued, fully
paid
and non-assessable. No Holder of this Warrant, as such, shall, prior to the
exercise of this Warrant, be entitled to vote or receive dividends or be
deemed
to be a stockholder of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon Holder, as such, any rights of
a
stockholder of the Company or any right to vote, give or withhold consent
to any
corporate action, receive notice of meetings, receive dividends or subscription
rights, or otherwise. Upon receipt of evidence reasonably satisfactory to
the
Company of the loss, theft, destruction or mutilation of this Warrant and,
in
the case of any such loss, theft or destruction, upon delivery of an indemnity
agreement reason-ably satisfactory in form and amount to the Company or,
in the
case of any such mutila-tion, upon surrender and cancellation of such Warrant,
the Company at its expense will execute and deliver, in lieu thereof, a new
Warrant of like date and tenor. The terms and provisions of this Warrant
shall
inure to the bene-fit of, and be binding upon, the Company and the Holder
hereof
and their respec-tive successors and as-signs. This Warrant shall be governed
by
and construed under the laws of the State of Nevada.
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Holder:
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Company:
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Procera
Networks, Inc., a Nevada Corporation
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By:
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By:
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Name:
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▇▇▇▇
▇▇▇▇▇▇, CEO
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2
of 4
NOTICE
OF EXERCISE
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TO:
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PROCERA
NETWORKS, INC.
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1. The
undersigned hereby elects to purchase _________ shares of the Common Stock
of
PROCERA NETWORKS, INC. pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price of such shares in full, together
with all applicable transfer taxes, if any.
2. The
undersigned hereby elects to purchase __________ shares of the Common Stock
of
PROCERA NETWORKS, INC. pursuant to the terms of the attached Warrant on a
net
exercise basis in accordance with Section 6.
3. Please
issue a certificate or certificates repre-senting said shares of the Common
Stock in the name of the under-signed or in such other name as is specified
below:
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Name:
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Tax
ID:
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Address:
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Signed:
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Date:
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3
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INVESTMENT
REPRESENTATION STATEMENT
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PURCHASER
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:
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COMPANY
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:
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PROCERA
NETWORKS, INC.
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SECURITY
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:
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COMMON
STOCK
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AMOUNT
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:
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DATE
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:
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In
connection with the purchase of the above-listed Securities, I, the Purchaser,
represent to the Company the follow-ing:
(a) I
am
aware of the Company's business affairs and financial condition, and have
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. I am purchasing these
Securities for my own account for investment purposes only and not with a
view
to, or for the resale in connection with, any "distribution" thereof for
purposes of the Securities Act of 1933, as amended ("Securities
Act").
(b) I
understand that the Securities have not been registered under the Securities
Act
in reliance upon a specif-ic exemption therefrom, which exemption depends
upon,
among other things, the bona fide nature of my investment intent as expressed
herein.
(c) I
further
understand that the Securities must be held indefinitely unless subsequently
registered under the Securi-ties Act or unless an exemption from registration
is
otherwise available. In addition, I understand that the certificate evidencing
the Securities will be imprinted with a legend which prohibits the transfer
of
the Securities unless they are registered or such registration is not required
in the opinion of counsel for the Purchaser satisfactory to the Company or
receipt of a no-action letter from the Securities and Exchange
Commission.
(d) I
am
aware of the provisions of Rule 144, promul-gated under the Securities Act,
which, in substance, permits limited public resale of "restricted securities"
acquired, directly or indirectly, from the issuer thereof (or from an affiliate
of such issuer), in a non-public offering subject to the satisfaction of
certain
conditions, if applica-ble, including, among other things: the availa-bility
of
certain public information about the Company; the resale occurring not less
than
one year after the party has pur-chased and paid for the securities to be
sold;
the sale being made through a broker in an unsolicited "broker's transaction"
or
in transactions directly with a market maker (as said term is defined under
the
Securities Exchange Act of 1934, as amended); and the amount of securities
being
sold during any three month period not exceeding the specified limitations
stated therein.
(e) I
further
understand that at the time I wish to sell the Securities there may be no
public
market upon which to make such a sale, and that, even if such a public market
then exists, the Company may not be satisfying the current public infor-mation
requirements of Rule 144, and that, in such event, I may be pre-cluded from
selling the Securities under Rule 144 even if the one-year minimum holding
period had been satisfied.
(f) I
further
understand that in the event all of the requirements of Rule 144 are not
satisfied, registration under the Securities Act, compliance with
Regulation A, or some other regis-tration exemption will be required; and
that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of
the SEC has expressed its opinion that persons proposing to sell private
place-ment securities other than in a registered offering and otherwise than
pursuant to Rule 144 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers
or
sales, and that such persons and their respec-tive brokers who participate
in
such transactions do so at their own risk.
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Date:
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Purchaser
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