Common use of SECURITIES ISSUES Clause in Contracts

SECURITIES ISSUES. (i) Owners have a joint net worth, at the date hereof, of over $1,000,000.00, and therefore Owners are "accredited investors" within the meaning of Rule 501(a) promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "1933 ACT"). (ii) Owners have such knowledge and experience in financial matters (either by themselves or with their financial advisors) that they are capable of evaluating the relative risks and merits of an investment in the ABEV Stock. (iii) Owners have received all of the SEC Reports (as defined below). In making their decision have the Shares exchanged for the ABEV Stock, Owners have relied solely upon independent investigations made by them or their financial advisors, and they have received no representation or warranty from ABEV or any of its affiliates, employees or agents, except as expressly set forth herein. (iv) Owners understand that the ABEV Stock has not been registered under the 1933 Act or the securities acts of any of the states of the United States or other possessions or areas subject to its jurisdiction, in reliance on exemptions for private offerings and may be sold or disposed of in the absence of such registration only pursuant to an exemption from such registration and only in accordance with the terms, conditions and restrictions contained in this Agreement. The shares of ABEV Stock being delivered to Owners shall bear a legend to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred except in compliance with that Act. The securities represented by this certificate are subject to the transfer restrictions, voting requirements and other conditions and provisions of an Agreement and Plan of Reorganization dated as of October 1, 1996 by and among ▇▇▇▇▇▇'▇ MERGER CORP., ATLANTIC BEVERAGE COMPANY, INC., ▇▇▇▇▇▇'▇ FARM, INC., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, copies of which are on file at the principal executive offices of Atlantic Beverage Company, Inc." (v) Owners understand that no federal or state agency has made any finding or determination as to the fairness of an investment in, or any recommendation or endorsement of, the ABEV Stock. (vi) The ABEV Stock being transferred to Owners will be held by Owners solely for their own account (and not for the account of others) for investment and will not be held with a view to or for the resale, distribution, subdivision, or fractionalization thereof; Owners have no present intention or plans to enter into any contract, undertaking, agreement, or arrangement relating thereto. (vii) Owners acknowledge that: there are substantial restrictions on the transferability of the ABEV Stock; the ABEV Stock acquired will not be, and Owners have no right to require that the ABEV Stock be, registered under the 1933 Act; there may not be any public market for the ABEV Stock or such market may be limited; and, accordingly, Owners may not be able to liquidate their investment in the ABEV Stock in a timely manner. (viii) IN FURTHERANCE OF THE FOREGOING, OWNERS ACKNOWLEDGE THAT THERE WILL BE PLACED WITH ABEV'S TRANSFER AGENT "STOP TRANSFER" ORDERS WITH RESPECT TO THE ABEV STOCK.

SECURITIES ISSUES. A. Seller acknowledges that (i1) Owners the Payment Shares and the Additional Shares have a joint net worth, at not been registered under the date hereof, provisions of over $1,000,000.00, and therefore Owners are "accredited investors" within the meaning of Rule 501(a) promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "“1933 ACT"Act”), and may not be transferred unless (A) subsequently registered thereunder, or (B) the Seller shall have delivered to Purchaser an opinion of counsel, reasonably satisfactory in form, scope and substance to the Purchaser, to the effect that the Payment Shares (and Additional Shares, if applicable) to be sold or transferred may be sold or transferred pursuant to an exemption from registration under the 1933 Act; (2) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of such Rule; and (3) except as otherwise provided below, neither the Purchaser nor any other Person is under any obligation to register the Shares under the 1933 Act or to comply with the terms and conditions of any exemption thereunder. Additionally, Purchaser shall furnish to Seller, so long as Seller owns any Shares, promptly upon request, (1) a written statement by Purchaser that it has complied with the reporting requirements of Rule 144, the 1933 Act and the Securities Act of 1934, (2) a copy of the most recent annual or quarterly report of Purchaser, and (3) such other information as may be reasonably requested to permit Seller to sell Shares pursuant to Rule 144 without registration. (ii) Owners have B. Purchaser represents, warrants and agrees that for the purposes of Rule 144 of the 1933 Act, the holding period for any Additional Shares issued under Section 1.5.A.2 will begin as of the Closing Date. Purchaser agrees not to take a position contrary to this Section 1.6.B and further acknowledges that such knowledge Additional Shares will not be issued for any additional consideration. Purchaser agrees to take all action necessary to issue the Additional Shares without restriction and experience in financial matters (either not containing any restrictive legend without the need for any action by themselves or with their financial advisors) Seller; provided that they are capable of evaluating the relative risks and merits of an investment in the ABEV Stockapplicable holding period under Rule 144 has been met. C. Purchaser hereby acknowledges that the foregoing provisions contemplate counsel to Seller providing an opinion to Purchaser that the Payment Shares or the Additional Shares, as applicable, then held by Seller may be resold without registration pursuant to Rule 144 (iiisubject only to the volume limitations set forth in Section 1.5.A.1 hereof). After receipt of such opinion from Seller’s counsel, Purchaser hereby agrees to take such action as may be reasonably necessary to remove any restrictive legend that may appear on those Shares referenced in such opinion, including without limitation, providing written instructions and direction to Purchaser’s transfer agent consistent with such opinion. D. Purchaser shall notify Seller in writing at least 15 business days prior to the filing of any Registration Statement under the 1933 Act for purposes of a public offering of securities of Purchaser (including, but not limited to, Registration Statements relating to secondary offerings of securities of Purchaser) Owners have received and will afford Seller an opportunity to include in such Registration Statement all of the SEC Reports (as defined below)Shares it holds. If Seller desires to include in any such Registration Statement all or any part of the Shares held by it, Seller shall, within 15 business days after the above-described notice from Purchaser, so notify Purchaser in writing. Such notice shall state the intended method of disposition of the Shares by Seller. In making their decision the event Seller desires to include less than all of its Shares in any Registration Statement it shall continue to have the right to include any Shares exchanged for the ABEV Stock, Owners have relied solely upon independent investigations made in any subsequent Registration Statement or Registration Statements as may be filed by them or their financial advisors, and they have received no representation or warranty from ABEV or any Purchaser with respect to offerings of its affiliatessecurities, employees or agents, except as expressly all upon the terms and conditions set forth herein. (iv) Owners understand that E. Notwithstanding anything to the ABEV Stock has not been registered under the 1933 Act or the securities acts of any of the states of the United States or other possessions or areas subject to its jurisdiction, in reliance on exemptions for private offerings and may be sold or disposed of in the absence of such registration only pursuant to an exemption from such registration and only in accordance with the terms, conditions and restrictions contrary contained in this Agreement. The shares of ABEV Stock being delivered , Purchaser shall not issue to Owners shall bear a legend Seller any Additional Shares to the following effect: "The securities represented extent (but only to the extent) that Seller, together with any of its Affiliates, would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the Common Stock outstanding. Once Seller provides notice to Purchaser that Additional Shares may be issued without exceeding the Maximum Percentage, then Purchaser agrees to promptly issue the applicable number of Additional Shares, so long as the total Common Stock held by this certificate have Seller does not been registered then exceed the Maximum Percentage. F. Seller may sell, exchange, assign, or otherwise transfer the Common Stock received under the Securities Act Agreement without the consent of 1933Purchaser, as amended, and may not be sold or transferred except in compliance with that Act. The securities represented by this certificate are subject only to the transfer restrictions, voting requirements and other conditions and provisions of an Agreement and Plan of Reorganization dated as of October 1, 1996 by and among ▇▇▇▇▇▇'▇ MERGER CORP., ATLANTIC BEVERAGE COMPANY, INC., ▇▇▇▇▇▇'▇ FARM, INC., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, copies of which are on file at the principal executive offices of Atlantic Beverage Company, Inc." Section 1.5.A.1 (v) Owners understand that no federal or state agency has made any finding or determination as to the fairness of an investment in, or any recommendation or endorsement of, the ABEV Stock. (vi) The ABEV Stock being transferred to Owners will be held by Owners solely volume limitation for their own account (and not for the account of others) for investment and will not be held with a view to or for the resale, distribution, subdivision, or fractionalization thereof; Owners have no present intention or plans to enter into any contract, undertaking, agreement, or arrangement relating thereto. (vii) Owners acknowledge that: there are substantial restrictions trades on the transferability of Principal Trading Market) and the ABEV Stock; the ABEV Stock acquired will not be, and Owners have no right to require that the ABEV Stock be, registered under applicable restrictions imposed by the 1933 Act; there may not be any public market for the ABEV Stock or such market may be limited; and, accordingly, Owners may not be able to liquidate their investment in the ABEV Stock in a timely manner. (viii) IN FURTHERANCE OF THE FOREGOING, OWNERS ACKNOWLEDGE THAT THERE WILL BE PLACED WITH ABEV'S TRANSFER AGENT "STOP TRANSFER" ORDERS WITH RESPECT TO THE ABEV STOCK.