THE LICENSOR, BY REASON OF THE
LICENSOR'S BUSINESS OR FINANCIAL EXPERIENCE OR THE BUSINESS OR FINANCIAL
EXPERIENCE OF THE LICENSOR'S PROFESSIONAL ADVISORS HAS THE CAPACITY TO PROTECT
HIS/HER/ITS OWN INTERESTS IN CONNECTION WITH THE ACCEPTANCE OF SHARES OF THE
LICENSEE'S COMMON STOCK AS CONSIDERATION HEREUNDER.
2.1.3.
INVESTMENT INTENT.
THE LICENSOR UNDERSTANDS THAT THE SHARES ARE
"RESTRICTED SECURITIES" AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT,
THE SECURITIES AND FUTURES ACT OR ANY APPLICABLE STATE SECURITIES LAW.
THE
LICENSOR IS ACQUIRING THE SHARES AS PRINCIPAL FOR ITS OWN ACCOUNT FOR INVESTMENT
PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR DISTRIBUTING OR RESELLING SUCH
SHARES OR ANY PART THEREOF, HAS NO PRESENT INTENTION OF DISTRIBUTING ANY OF SUCH
SHARES AND HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY OTHER PERSONS REGARDING
THE DISTRIBUTION OF SUCH SHARES.
THE LICENSOR IS ACQUIRING THE SHARES HEREUNDER
IN THE ORDINARY COURSE OF ITS BUSINESS. THE LICENSOR DOES NOT HAVE ANY AGREEMENT
OR UNDERSTANDING, DIRECTLY OR INDIRECTLY, WITH ANY PERSON TO DISTRIBUTE ANY OF
THE SHARES.
2.1.4.
NO REGISTRATION, REVIEW OR APPROVAL.
THE LICENSOR ACKNOWLEDGES AND
UNDERSTANDS THAT THE OFFERING AND ISSUANCE OF THE SHARES TO THE LICENSOR HAS NOT
BEEN REVIEWED OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY
STATE OR OTHER INTERNATIONAL
6
SECURITIES COMMISSION, AUTHORITY OR AGENCY, AND IS NOT REGISTERED UNDER THE
SECURITIES ACT, THE SECURITIES AND FUTURES ACT, OR UNDER THE SECURITIES OR "BLUE
SKY" LAWS, RULES OR REGULATIONS OF ANY STATE.
THE LICENSOR ACKNOWLEDGES,
UNDERSTANDS AND AGREES THAT THE SECURITIES ARE BEING ISSUED PURSUANT TO AN
OFFERING EXEMPTION TO THE REGISTRATION PROVISIONS OF THE SECURITIES AND FUTURES
ACT.
THE LICENSOR UNDERSTANDS THAT IAPL IS RELYING UPON THE TRUTH AND ACCURACY
OF THE REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND
UNDERSTANDINGS SET FORTH HEREIN IN ORDER TO DETERMINE THE APPLICABILITY OF SUCH
EXEMPTIONS AND THE SUITABILITY OF THE LICENSOR TO ACQUIRE THE SECURITIES.
2.1.5.
NO GENERAL SOLICITATION OR DIRECTED SELLING EFFORTS.
THE LICENSOR
IS NOT ACQUIRING THE SHARES AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR
OTHER COMMUNICATION REGARDING THE SHARES PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR
SIMILAR MEDIA OR BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT ANY SEMINAR
OR ANY OTHER GENERAL SOLICITATION OR GENERAL ADVERTISEMENT.
THE LICENSOR HAS
NOT PAID AND IS NOT OBLIGATED TO PAY ANY PROMOTIONAL EXPENSE IN CONNECTION WITH
THE PURCHASE AND/OR ACQUISITION OF ANY SHARES OTHER THAN THOSE INCURRED FOR
ADMINISTRATIVE OR PROFESSIONAL SERVICES.
2.1.6.
RESTRICTIONS ON RESALE; LEGENDS.
THE LICENSOR ACKNOWLEDGES THAT
THE TRANSFER, RESALE OR OTHER DISPOSITION OF THE SHARES IS SUBJECT TO THE
CERTAIN RESTRICTIONS AND THAT THE CERTIFICATES EVIDENCING THE SHARES, IF ANY,
MAY BEAR A RESTRICTIVE LEGEND IN SUBSTANTIALLY THE SAME FORM AS BELOW:
"THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, NOR
REGISTERED UNDER