PARTICIPATION IN, OR OTHERWISE DISTRIBUTING
THE SAME.
PURCHASER FURTHER REPRESENTS THAT HE DOES NOT PRESENTLY HAVE ANY
CONTRACT, UNDERTAKING, AGREEMENT OR ARRANGEMENT WITH ANY PERSON TO SELL,
TRANSFER OR GRANT ANY PARTICIPATION WITH RESPECT TO ANY OF THE STOCK.
SECTION 3.3
NO COMMISSIONS. NO COMMISSION,
FEE OR OTHER REMUNERATION IS TO BE PAID OR GIVEN, DIRECTLY OR INDIRECTLY, TO ANY
PERSON OR ENTITY FOR SOLICITING PURCHASER TO PURCHASE THE STOCK.
SECTION 3.4
INVESTMENT EXPERIENCE.
PURCHASER IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
PURCHASER IS AWARE
OF TREE.COM'S BUSINESS AFFAIRS AND FINANCIAL CONDITION AND HAS HAD ACCESS TO AND
HAS ACQUIRED SUFFICIENT INFORMATION ABOUT TREE.COM TO REACH AN INFORMED AND
KNOWLEDGEABLE DECISION TO ACQUIRE THE STOCK.
PURCHASER HAS SUCH BUSINESS AND
FINANCIAL EXPERIENCE AS IS REQUIRED TO GIVE HIM THE ABILITY TO PROTECT HIS OWN
INTERESTS IN CONNECTION WITH THE PURCHASE OF THE STOCK.
SECTION 3.5
ABILITY TO BEAR RISK. PURCHASER
IS ABLE TO BEAR THE ECONOMIC RISK OF HIS INVESTMENT IN THE STOCK FOR AN
INDEFINITE PERIOD OF TIME AND PURCHASER UNDERSTANDS THAT THE STOCK HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT AND CANNOT BE SOLD UNLESS SUBSEQUENTLY
REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. PURCHASER ACKNOWLEDGES THAT HE COULD BEAR A COMPLETE OR SIGNIFICANT
LOSS OF HIS INVESTMENT IN THE STOCK, INCLUDING IN CONNECTION WITH TREE.COM'S
EXERCISE OF THE REPURCHASE OPTION (AS DEFINED BELOW).
SECTION 3.6
ACCESS TO INFORMATION.
PURCHASER HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS CONCERNING
THE TERMS AND CONDITIONS OF THE OFFERING OF STOCK AND HAS HAD FULL ACCESS TO
SUCH OTHER INFORMATION CONCERNING TREE.COM AS PURCHASER HAS REQUESTED.
SECTION 3.7
RESTRICTED SECURITIES.
(A)
PURCHASER UNDERSTANDS THAT THE STOCK IS
"RESTRICTED" UNDER APPLICABLE U.S. FEDERAL AND STATE SECURITIES LAWS INASMUCH AS
IT IS BEING ACQUIRED FROM TREE.COM IN A TRANSACTION NOT INVOLVING A PUBLIC
OFFERING AND THAT, PURSUANT TO THESE LAWS AND APPLICABLE REGULATIONS, PURCHASER
MUST HOLD THE STOCK INDEFINITELY UNLESS IT IS REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC"), AND QUALIFIED BY STATE AUTHORITIES, OR AN
EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS IS AVAILABLE.
2
PURCHASER FURTHER ACKNOWLEDGES THAT IF AN EXEMPTION FROM REGISTRATION OR
QUALIFICATION IS AVAILABLE, IT MAY BE CONDITIONED ON VARIOUS REQUIREMENTS
INCLUDING THE TIMING AND MANNER OF SALE, THE HOLDING PERIOD FOR THE STOCK, AND
ON REQUIREMENTS RELATING TO TREE.COM WHICH ARE OUTSIDE OF PURCHASER'S CONTROL,
AND WHICH TREE.COM IS UNDER NO OBLIGATION AND MAY NOT BE ABLE TO SATISFY.
IN
THIS CONNECTION, PURCHASER REPRESENTS THAT HE IS FAMILIAR WITH RULE 144
PROMULGATED UNDER THE SECURITIES ACT, AS PRESENTLY IN EFFECT, AND UNDERSTANDS
THE RESALE LIMITATIONS IMPOSED THEREBY AND BY THE SECURITIES ACT.
(B)
PURCHASER FURTHER UNDERSTANDS THAT THE STOCK
IS SUBJECT TO THE ADDITIONAL RESTRICTIONS ON TRANSFER DESCRIBED IN ARTICLE 4
HEREOF.
SECTION 3.8
LEGENDS.
PURCHASER UNDERSTANDS
THAT THE STOCK, AND ANY SECURITIES ISSUED IN RESPECT THEREOF OR EXCHANGE
THEREFOR, MAY BEAR THE