ADEQUATE MEANS OF PROVIDING FOR HER CURRENT NEEDS AND HAVE NO NEED FOR
LIQUIDITY IN THIS INVESTMENT IN THE SHARES. THE PURCHASER REPRESENTS THAT SHE IS
AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) OF REGULATION D PROMULGATED
UNDER THE SECURITIES ACT. THE PURCHASER HAS NO REASON TO ANTICIPATE ANY MATERIAL
CHANGE IN HER FINANCIAL CONDITION FOR THE FORESEEABLE FUTURE. THE PURCHASER IS
FINANCIALLY ABLE TO BEAR THE ECONOMIC RISK OF THIS INVESTMENT, INCLUDING THE
ABILITY TO HOLD THE SHARES INDEFINITELY OR TO AFFORD A COMPLETE LOSS OF HIS, HER
OR ITS INVESTMENT IN THE SHARES.
SECTION 4.5
INVESTMENT EXPERIENCE. THE PURCHASER HAS SUCH KNOWLEDGE
AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING
THE MERITS AND RISKS OF AN INVESTMENT IN THE SHARES.
SECTION 4.6
OPPORTUNITY TO ASK QUESTIONS. THE PURCHASER HAS HAD A
FULL AND FAIR OPPORTUNITY TO MAKE INQUIRIES ABOUT THE TERMS AND CONDITIONS OF
THIS AGREEMENT, TO DISCUSS THE SAME AND ALL RELATED MATTERS WITH HER OWN
INDEPENDENT COUNSEL, HER OWN ACCOUNTANTS AND TAX ADVISERS. THE PURCHASER HAS
BEEN GIVEN THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM SELLERS
CONCERNING THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND TO OBTAIN SUCH
ADDITIONAL WRITTEN INFORMATION ABOUT CLSR TO THE EXTENT SELLERS POSSESSES SUCH
INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE.
NOTWITHSTANDING THE FOREGOING, THE PURCHASER HAS HAD THE OPPORTUNITY TO CONDUCT
HER OWN INDEPENDENT INVESTIGATION.
SECTION 4.7
NEGATIVE COVENANT. THE PURCHASER COVENANTS, PRIOR TO THE
CLOSING, NOT TO VOTE IN FAVOR OF ANY ACTION, OTHER THAN THE MERGER AND ALL
ACTIONS IN CONNECTION THEREWITH (WHICH MAY OR MAY NOT
8
INCLUDE DILUTION), WHICH DILUTES THE SHARE OWNERSHIP OF SELLERS OR EFFECT ANY
ACTION WHICH MATERIALLY ADVERSELY EFFECTS SELLERS AND THE COMPANY.
ARTICLE 5.
COVENANTS OF THE COMPANY
SECTION 5.1
PUBLIC COMPANY STATUS. THE COMPANY SHALL MAKE ANY AND
ALL NECESSARY FILINGS UNDER THE EXCHANGE ACT SO THAT IT REMAINS A REPORTING
COMPANY UNDER THE EXCHANGE ACT AND ITS COMMON STOCK CONTINUES TO BE A
PUBLICLY-TRADED SECURITY.
SECTION 5.2
LISTING OF COMMON STOCK. THE COMPANY SHALL, TO THE BEST
OF ITS ABILITY, CAUSE THE COMMON STOCK OF CLSR TO CONTINUE TO BE APPROVED FOR
LISTING ON THE OTCBB.
ARTICLE 6.
COVENANTS OF THE PARTIES
The parties hereto agree that:
SECTION 6.1
PUBLIC ANNOUNCEMENTS. THE SELLERS, THE COMPANY AND THE
PURCHASER SHALL CONSULT WITH EACH OTHER BEFORE ISSUING ANY PRESS RELEASE OR
MAKING ANY PUBLIC STATEMENT WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED AND, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, WILL NOT ISSUE
ANY SUCH PRESS RELEASE OR MAKE ANY SUCH PUBLIC STATEMENT PRIOR TO SUCH
CONSULTATION AND WITHOUT THE CONSENT OF THE OTHER PARTIES.
SECTION 6.2
NOTICES OF CERTAIN EVENTS. IN ADDITION TO ANY OTHER
NOTICE REQUIRED TO BE GIVEN BY THE TERMS OF THIS AGREEMENT, EACH OF THE PARTIES
SHALL PROMPTLY NOTIFY THE OTHER PARTY HERETO OF:
(A)
ANY NOTICE OR OTHER COMMUNICATION FROM ANY PERSON ALLEGING
THAT THE CONSENT OF SUCH PERSON