Stock Purchase And Investor Rights Agreement (Page 5 of 9) in pdf

3.3

Purchase for Own Account. The Stock to be purchased by Purchaser hereunder

will be acquired for investment for Purchaser’s own account, not as a nominee or

agent, and not with a view to the public resale or distribution thereof, and

Purchaser has no present intention of selling, granting any participation in, or

otherwise distributing the same.

3.4

Attachments A and B. The Purchaser represents that Purchaser has carefully read

Attachments A and B.

3.5

Investment Experience and Risk. The Purchaser understands that the purchase of

the Stock involves substantial risk and understands the risk disclosures set forth in

Attachment B. The Purchaser further acknowledges and understands the

following:

This investment is suitable only for people who, like the Purchaser, have

substantial experience in business and financial matters so as to be able to

evaluate and appreciate the high degree of business and financial risk that is

involved in the purchase of these securities and in the investment in a very

early stage research and development company.

Purchaser understands that the securities which are offered hereby are

highly speculative and involve a high degree of risk and are only suitable for

those persons who, like the Purchaser, can afford to bear the full risk of

losing their entire investment. The Purchaser has carefully considered the

numerous risks that face a new business venture and especially a new

enterprise which is involved in highly speculative scientific and biological

laboratory research.

3.6

Sophisticated and Experienced Investor. Subscriber represents that Subscriber is

an experienced, sophisticated and accredited investor. Subscriber certifies that he

is able to bear the economic risk, or possibly of loss, of this investment in the

Company. Subscriber understands the purchase of these unregistered securities is

risky and speculative.

Conditions to the Purchaser’s Obligations at the Closings.

4.1

Conditions to Closing.

Subject to the terms hereof, the obligation of the

Purchaser to purchase Stock at a Closing is subject to the fulfillment, prior to the

Closing to the satisfaction of the Purchaser, of the following conditions:

4.1.1 Performance of Obligations. The Company shall have performed and

complied with all agreements, obligations and conditions contained in this

Stock Purchase And Investor Rights Agreement Page 5