THE SECURITIES.
(B)
SUBSCRIBER IS ACQUIRING AND WILL HOLD THE SECURITIES FOR
INVESTMENT FOR ACCOUNT ONLY AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION
WITH, ANY "DISTRIBUTION" THEREOF WITHIN THE MEANING OF THE SECURITIES ACT.
(C)
SUBSCRIBER UNDERSTANDS THAT THE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT BY REASON OF A SPECIFIC EXEMPTION THEREFROM
AND THAT THE SECURITIES MUST BE HELD INDEFINITELY, UNLESS THEY ARE SUBSEQUENTLY
REGISTERED UNDER THE SECURITIES ACT OR SUBSCRIBER OBTAINS AN OPINION OF COUNSEL,
IN FORM AND SUBSTANCE SATISFACTORY TO ATS AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.
SUBSCRIBER FURTHER ACKNOWLEDGES AND UNDERSTANDS
THAT ATS IS UNDER NO OBLIGATION TO REGISTER THE SECURITIES.
(D)
SUBSCRIBER IS AWARE OF THE ADOPTION OF RULE 144 BY THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, WHICH PERMITS
LIMITED PUBLIC RESALES OF SECURITIES ACQUIRED IN A NON-PUBLIC OFFERING, SUBJECT
ONLY TO THE SATISFACTION OF CERTAIN CONDITIONS.
SUBSCRIBER ACKNOWLEDGES AND
UNDERSTANDS THAT THE CONDITIONS FOR
5
RESALE SET FORTH IN RULE 144 MAY NOT HAVE BEEN SATISFIED AND THAT ATS IS NOT
OBLIGATED TO SATISFY THESE CONDITIONS IN THE FORESEEABLE FUTURE.
(E)
SUBSCRIBER WILL NOT SELL, TRANSFER OR OTHERWISE DISPOSE OF THE
SECURITIES IN VIOLATION OF THE SECURITIES ACT, THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE "EXCHANGE ACT"), OR THE RULES PROMULGATED THEREUNDER,
INCLUDING RULE 144 UNDER THE SECURITIES ACT.
SUBSCRIBER AGREES NOT TO DISPOSE
OF THE SECURITIES UNLESS AND UNTIL SUBSCRIBER HAS PROVIDED ATS WITH WRITTEN
ASSURANCES, IN SUBSTANCE AND FORM SATISFACTORY TO ATS, THAT (I) THE PROPOSED
DISPOSITION DOES NOT REQUIRE REGISTRATION OF THE SECURITIES UNDER THE SECURITIES
ACT OR ALL APPROPRIATE ACTION NECESSARY FOR COMPLIANCE WITH THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR WITH ANY EXEMPTION FROM REGISTRATION
AVAILABLE UNDER THE SECURITIES ACT (INCLUDING RULE 144) HAS BEEN TAKEN AND
(II) THE PROPOSED DISPOSITION WILL NOT RESULT IN THE CONTRAVENTION OF ANY
TRANSFER RESTRICTIONS APPLICABLE TO THE SECURITIES UNDER ANY STATE BLUE SKY LAWS
OR REGULATIONS.
(F)
SUBSCRIBER HAS BEEN FURNISHED WITH, AND HAS HAD ACCESS TO,
SUCH INFORMATION AS EACH SUBSCRIBER CONSIDERS NECESSARY OR APPROPRIATE FOR
DECIDING WHETHER TO INVEST IN THE SECURITIES, AND EACH SUBSCRIBER HAS HAD AN
OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS FROM ATS REGARDING THE TERMS
AND CONDITIONS OF THE ISSUANCE OF THE SECURITIES.
(G)
SUBSCRIBER IS AWARE THAT SUBSCRIBER'S INVESTMENT IN ATS IS A
SPECULATIVE INVESTMENT THAT HAS LIMITED LIQUIDITY AND IS SUBJECT TO THE RISK OF
COMPLETE LOSS.
SUBSCRIBER IS ABLE, WITHOUT IMPAIRING SUBSCRIBER'S FINANCIAL
CONDITION, TO HOLD THE SECURITIES FOR AN INDEFINITE PERIOD AND TO SUFFER A
COMPLETE LOSS OF SUBSCRIBER'S INVESTMENT IN THE SECURITIES.
8.
MISCELLANEOUS.
(A)
NOTICE.
ANY NOTICE REQUIRED OR PERMITTED UNDER THIS AGREEMENT
SHALL BE GIVEN IN WRITING AND DELIVERED AS DESCRIBED HEREIN.
A NOTICE SHALL BE
DEEMED EFFECTIVELY GIVEN AS FOLLOWS:
(I) UPON PERSONAL DELIVERY; (II) ONE
(1) BUSINESS DAY AFTER TRANSMISSION BY ELECTRONIC MEANS, PROVIDED SUCH
TRANSMISSION IS ELECTRONICALLY CONFIRMED AS HAVING BEEN SUCCESSFULLY TRANSMITTED
AND A COPY OF SUCH NOTICE