(b) If, during the term of this Agreement, there is a Change in Control of the Company, the Purchase Option shall lapse as to any Stock still subject thereto on the date of consummation of such Change in Control. Thereafter, no shares of Stock held by Purchaser shall be subject to the Purchase Option. For purposes of this Agreement, Change in Control shall mean:
(i) a sale of all or substantially all of the assets of the Company; or
(ii) a merger, share-exchange, reverse merger or consolidation of the Company in which the shareholders of the Company own, as a result of the transaction, less than 50% of the outstanding securities of the surviving corporation; or
(iii) a transaction or a series of related transactions to which the Company is a party in which there is a sale of outstanding securities representing more than 50% of the voting power of the Company.
5. Legends. All certificates representing any shares of Stock of the Company subject to the provisions of this Agreement shall have endorsed thereon legends in substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN PURCHASE OPTION RIGHTS AS SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
6. Investment Intent and Risk Factors. In purchasing the Stock, Purchaser acknowledges and represents that Purchaser has had an opportunity to discuss the business prospects and business plan of the Company with the officers and directors of the Company. Purchaser further acknowledges that the Stock is highly speculative and involves a high degree of risk, and that the Stock has not been registered under the Securities Act of 1933, as amended (the Act), and may not be sold or otherwise disposed of except pursuant to an effective Registration Statement filed under the Act or pursuant to an exemption from said Act. Purchaser hereby acknowledges that the Company is under no obligation to register the Stock under the Act on behalf of Purchaser. Purchaser warrants and represents to the Company that he is acquiring the Stock for investment and not with a view to or for sale in connection with any distribution of said Stock or with any present intention of distributing or selling said Stock and he does not presently have reason to anticipate any change in circumstances or any particular occasion or event which would cause him to sell said Stock. By execution of this Restricted Stock Purchase Agreement, Purchaser hereby expressly confirms the investment representations