EXEMPTED UNDER THE SECURITIES ACT.
2.2
ACCREDITED INVESTOR STATUS.
DIGITAL RIVER IS AN "ACCREDITED
INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D.
2.3
RELIANCE ON EXEMPTIONS.
DIGITAL RIVER UNDERSTANDS THAT THE SHARES
ARE BEING OFFERED AND SOLD TO IT IN RELIANCE ON SPECIFIC EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS AND
THAT THE COMPANY IS RELYING IN PART UPON THE TRUTH AND ACCURACY OF, AND DIGITAL
RIVER'S COMPLIANCE WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGMENTS AND UNDERSTANDINGS OF DIGITAL RIVER SET FORTH HEREIN IN ORDER TO
DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF DIGITAL
RIVER TO ACQUIRE THE SHARES.
2.4
INFORMATION.
DIGITAL RIVER AND ITS ADVISORS, IF ANY, HAVE BEEN
FURNISHED WITH ALL MATERIALS RELATING TO THE BUSINESS, FINANCES AND OPERATIONS
OF THE COMPANY AND MATERIALS RELATING TO THE OFFER AND SALE OF THE SHARES WHICH
HAVE BEEN REQUESTED BY DIGITAL RIVER.
DIGITAL RIVER AND ITS ADVISORS, IF ANY,
HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY.
NEITHER
SUCH INQUIRIES NOR ANY OTHER DUE DILIGENCE INVESTIGATIONS CONDUCTED BY DIGITAL
RIVER OR ITS ADVISORS, IF ANY, OR ITS REPRESENTATIVES SHALL MODIFY, AMEND OR
AFFECT DIGITAL RIVER'S RIGHT TO RELY ON THE COMPANY'S REPRESENTATIONS AND
WARRANTIES CONTAINED HEREIN.
DIGITAL RIVER UNDERSTANDS THAT ITS INVESTMENT IN
THE SHARES INVOLVES A HIGH DEGREE OF RISK.
DIGITAL RIVER HAS SOUGHT SUCH
ACCOUNTING, LEGAL AND TAX ADVICE AS IT HAS CONSIDERED NECESSARY TO MAKE AN
INFORMED INVESTMENT DECISION WITH RESPECT TO ITS ACQUISITION OF THE SHARES.
2.5
NO GOVERNMENTAL REVIEW.
DIGITAL RIVER UNDERSTANDS THAT NO UNITED
STATES FEDERAL OR STATE AGENCY OR ANY OTHER GOVERNMENT OR GOVERNMENTAL AGENCY
HAS PASSED ON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE SHARES OR THE
FAIRNESS OR SUITABILITY OF THE INVESTMENT IN THE SHARES NOR HAVE SUCH
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE SHARES.
2.6
TRANSFER OR RESALE.
DIGITAL RIVER UNDERSTANDS THAT EXCEPT AS
PROVIDED IN THE INVESTOR RIGHTS AGREEMENT: (I) THE SHARES HAVE NOT BEEN AND ARE
NOT BEING REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS, AND
MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR TRANSFERRED, UNLESS IN ACCORDANCE
WITH THE TERMS OF THE STANDSTILL AGREEMENT, AND ADDITIONALLY (A) SUBSEQUENTLY
REGISTERED THEREUNDER, (B) DIGITAL RIVER SHALL HAVE DELIVERED TO THE COMPANY AN
OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, TO THE EFFECT THAT SUCH
SHARES TO BE SOLD, ASSIGNED OR TRANSFERRED MAY BE SOLD, ASSIGNED OR TRANSFERRED
PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, OR (C) DIGITAL RIVER PROVIDES
THE COMPANY WITH REASONABLE ASSURANCE THAT SUCH SHARES CAN BE SOLD, ASSIGNED OR
TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT (OR A
SUCCESSOR RULE THERETO) ("RULE 144"); (II) ANY SALE OF THE SHARES MADE IN
RELIANCE ON RULE 144 MAY BE MADE ONLY IN
2
ACCORDANCE WITH THE TERMS OF RULE 144 AND FURTHER, IF RULE 144 IS NOT
APPLICABLE, ANY RESALE OF THE SHARES UNDER CIRCUMSTANCES IN WHICH