FORM OF STOCK PURCHASE AGREEMENT

Exhibit 4.1

S TOCK P URCHASE A GREEMENT

November 8, 2004

The Sands Regent

345 North Arlington Avenue

Reno, Nevada 89501

The undersigned (the “ Investor ”), hereby confirms its agreement with you as follows:

1. This Stock Purchase Agreement (the “ Agreement ”) is made as of the date set forth above between The Sands Regent, a Nevada corporation (the “ Company ”) and the Investor.

2. The Company has authorized the sale and issuance of up to 1,120,000 shares (the “ Shares ”) of common stock of the Company, $.10 par value per share (the “ Common Stock ”), to certain investors in a private placement (the “ Offering ”). In consideration for the purchase of aforementioned Shares, the Investor will also receive from the Company a Warrant giving the Investor, upon the exercise thereof, up to              Shares of Common Stock (the “ Warrant Shares ”) of the Company (the “ Warrant ”). The Shares, Warrant Shares and the Warrant are referred to collectively herein as the “ Securities ”.

3. The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor (A)              Shares at a purchase price of $8.25 per Share (the “ Per Share Purchase Price ”) and (B) the Warrant, for an aggregate purchase price of $                      , pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. Unless otherwise requested by the Investor in Exhibit A, certificates representing the Shares purchased by the Investor will be registered in the Investor’s name and address as set forth below.

4. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or its affiliates, (b) neither it, nor any group of which it is a member or to which it is related, beneficially owns (including the right to acquire or vote) any securities of the Company and (c) it has no direct or indirect affiliation or association with any National Association of Securities Dealers, Inc. (“ NASD ”) member. Exceptions:

(If no exceptions, write “none.” If left blank, response will be deemed to be “none.”)

IN WITNESS WHEREOF, the parties have executed this Security Purchase Agreement as of the date first written above.

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A NNEX I

T ERMS AND C ONDITIONS FOR P URCHASE OF S HARES

1. Agreement to Sell and Purchase the Shares; Subscription Date.

1.1 Purchase and Sale of Shares . At the Closing (as defined in Section 2), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Shares set forth in paragraph 3 of the Stock Purchase Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I and at the purchase price set forth in such paragraph.

1.2 Purchase and Sale of the Warrant . In consideration of the purchase of the Shares by the Investor, upon the Closing, the Company will issue the Warrant to the Investor, giving the Investor the right to purchase, beginning 6 months after the Closing (as defined in Section 2), up to                      (              ) shares of Common Stock upon exercise thereof.

1.3 Other Investors . As part of the Offering, the Company proposes to enter into this same form of Stock Purchase Agreement with certain other investors (the “ Other Investors ”), and the Company expects to complete sales of Securities to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “ Investors ,” and this Agreement and the Stock Purchase Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “ Agreements .”) The Company will accept executed Agreements from Investors for the purchase of Securities commencing upon the date on which the Company provides the Investors with the proposed Per Share Purchase Price and concluding upon the date (the “ Subscription Date ”) on which the Company has notified Roth Capital Partners, LLC (in its capacity as Placement Agent for the Securities, the “ Placement Agent ”) in writing that it is no longer accepting Agreements for the purchase of Securities in the Offering.

1.4 Placement Agent Fee . Investor acknowledges that the Company intends to pay the Placement Agent a fee in respect of the sale of Securities to the Investor.

2. Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “ Closing ”) and the issuance of the Warrant shall occur at a place and time, no later than December 1, 2004 (the “ Closing Date ”), to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor (i) one or more stock certificates representing the number of Shares set forth on the signature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the Stock Certificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor’s agent prior to the Closing, to be held until the completion of the Closing and (ii) the Warrant in an amount determined in accordance with Section 1.2 hereof. In exchange for the delivery of the stock certificates representing such Shares and the Warrant, on or prior to this Closing Date, the Investor shall deliver the purchase price for such Securities to the Company by wire transfer of immediately available funds pursuant to the written wire instructions of the Company.

The Company’s obligation to issue and sell the Securities, as applicable, to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company:

(a) receipt by the Company of the purchase price for the Securities being purchased hereunder as set forth on the Signature Page hereto; (b) completion of purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing.

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The Investor’s obligation to purchase the Securities shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the Company’s agreement to issue and sell, as applicable, and the Investors’ agreement to purchase, on the Closing Date, not less than the amount of Securities set forth in paragraph 3 of the Stock Purchase Agreement; (b) the delivery to the Investor by counsel to the Company of legal opinions in the form attached hereto as Exhibits D-1, D-2 and D-3; (c) the delivery to the Investor by the Transfer Agent of an executed certificate in the form attached hereto as Exhibit E; (d) the representations and warranties of the Company contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing; (e) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (f) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the condition specified in part (d) of this paragraph, with respect to the Company, has been fulfilled.

3. Representations, Warranties and Covenants of the Company. Except as otherwise described in the Company’s Annual Report on Form 10-K for the year ended June 30, 2004 (and any amendments thereto filed prior to the date hereof), the Company’s Proxy Statement for its 2004 Annual Meeting of Stockholders or any of the Company’s Current Reports on Form 8-K filed since July 1, 2004 (collectively, the “ SEC Reports ”), the Company hereby represents and warrants to, and covenants with, the Investor as of the date hereof and the Closing Date, as follows:

3.1 Organization. Each of the Company and its Subsidiaries (as defined in Rule 405 under the Securities Act of 1933, as amended (the “ Securities Act ”)) is duly incorporated and validly existing in good standing under the laws of the jurisdiction of its organization. Each of the Company and its Subsidiaries has full power and authority to own, operate and occupy its properties and to conduct its business as presently conducted and is registered or qualified to do business and in good standing in each jurisdiction in which it owns or leases property or transacts business and where the failure to be so qualified would have a material adverse effect upon the Company and its Subsidiaries taken as a whole, or the business, financial condition, properties, operations or assets of the Company and its Subsidiaries, taken as a whole, or the Company’s ability to perform its obligations under the Agreements (“ Material Adverse Effect ”), and to the Company’s knowledge, no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification.

3.2 Due Authorization. The Company has all requisite power and authority to execute, deliver and perform its obligations under the Agreements and the Agreements have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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3.3 Non-Contravention. The execution and delivery of the Agreement and the Warrant Agreement, the issuance and sale of the Securities to be sold by the Company under the Agreement, the fulfillment of the terms of the Agreement and the Warrant Agreement and the consummation of the transactions contemplated thereby will not (A) result in conflict with or constitute a violation of, or default (with the passage of time or otherwise) under, (i) any bond, debenture, note or other evidence of indebtedness, or any lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties are bound, where such conflict, violation or default is reasonably expected to result in a Material Adverse Effect, or for which consent has been obtained, (ii) the certificate of incorporation, by-laws or other organizational documents of the Company or any of its Subsidiaries, or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority binding upon the Company or any of its Subsidiaries or their respective properties, where such conflict, violation or default is likely to result in a Material Adverse Effect or (B) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which any of them is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body in the United States is required for the execution and delivery of the Agreements by the Company and the valid issuance of sale of the Securities by the Company pursuant to the Agreements, other than such as have been made or obtained, and except for any filings required to be made under federal or state securities laws.

3.4 Capitalization. The capitalization of the Company as of June 30, 2004 is as described in the Company’s Annual Report on Form 10-K for the year ended June 30, 2004. The Company has not issued any capital stock since June 30, 2004 other than pursuant to the exercise of employee stock options under the stock option plans disclosed in the SEC Reports. The Securities to be sold pursuant to the Agreements have been duly authorized, and when issued and paid for in accordance with the terms of the Agreements, will be duly and validly issued, fully paid and nonassessable. The outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and nonassessable, have been issued in compliance with the registration requirements of federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except for (i) options issued under the Company’s stock option plans, (ii) the Warrant dated March 25, 2004 issued by the Company to David R. Belding, (iii) the Secured Note dated March 25, 2004 issued by the Company to David R. Belding (the “ Note ”), (iv) a Non-Qualified Stock Option Agreement dated May 11, 1998 by and between the Company and Louis J. Phillips and (v) 61,349 shares of Common Stock issued upon the partial conversion of the Note in accordance with its terms, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company or any of its Subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind, in either case to which the Company or any of its Subsidiaries is a party and providing for the issuance or sale of any capital stock of the Company or any of its Subsidiaries, any such convertible or exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, no preemptive right, co-sale right, registration right, right of first refusal or other similar right exists with respect to the issuance and sale of the Securities, except as provided in the Agreements. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party. Other than the pledge of securities

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of the Company’s Subsidiaries pursuant to the Credit Agreement with Wells Fargo, National Association, dated as of April 2, 2004, the Company owns the entire equity interest in its Subsidiaries, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest.

3.5 Reservation of Shares. The Company will at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full exercise of the Warrants and the issuance of the Warrant Shares in connection with the Agreements. Prior to the expiration thereof, the Company will not reduce the number of shares of Common Stock reserved for issuance upon exercise of the Warrants without the consent of the Investor. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Warrant Shares issuable upon exercise of the Warrants, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations under this Section 3.5, in the case of an insufficient number of authorized shares, and using its reasonable best efforts to obtain shareholder approval of an increase in such authorized number of shares.

3.6 Legal Proceedings. There is no material legal or governmental proceeding pending, or to the knowledge of the Company, threatened, to which the Company or any of its Subsidiaries is a party or of which the business or property of the Company or any of its Subsidiaries is subject. Neither the Company nor any Subsidiary is a party to the provisions of any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other government body which is material to the business or operation of the Company and its Subsidiaries, taken as a whole.

3.7 No Violations. Neither the Company nor any of its Subsidiaries is in violation of its certificate of incorporation, bylaws or other organizational documents, or in violation of any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any of its Subsidiaries, which violation, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, nor is the Company or any of its Subsidiaries in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or by which the property of the Company or any of its Subsidiaries is bound, which default is reasonably likely to have a Material Adverse Effect.

3.8 Governmental Permits, Etc. Each of the Company and its Subsidiaries has all necessary franchises, licenses, certificates and other authorizations from any foreign, federal, state or local government or governmental agency, department or body that are currently necessary for the operation of the business of the Company and its Subsidiaries as currently conducted, except where the failure to currently possess such franchises, licenses, certificates and other authorizations is not reasonably expected to have a Material Adverse Effect.

3.9 Intellectual Property.

(a) Except for matters which are not reasonably likely to have a Material Adverse Effect, (i) each of the Company and its Subsidiaries has ownership of, or a license or other legal right to use, all patents, copyrights, trade secrets, trademarks, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company or its Subsidiaries (collectively, “ Intellectual Property ”) and (ii) all of the Intellectual Property owned by the Company or its Subsidiaries consisting of patents, registered

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trademarks and registered copyrights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and/or such other jurisdictions.

(b) Except for matters which are not reasonably likely to have a Material Adverse Effect, all material licenses or other material agreements under which (i) the Company or any of its Subsidiaries employs rights in Intellectual Property, or (ii) the Company or any of its Subsidiaries has granted rights to others in Intellectual Property owned or licensed by the Company or any of its Subsidiaries, are in full force and effect and there is no default by the Company or any of its Subsidiaries thereto.

(c) Except for matters which are not reasonably likely to have a Material Adverse Effect, to the knowledge of the Company, (i) the present business, activities and products of the Company and its Subsidiaries do not infringe any intellectual property of any other person; (ii) neither the Company nor any of its Subsidiaries is making unauthorized use of any confidential information or trade secrets of any person; and (iii) the activities of any of the employees on behalf of the Company or any of its Subsidiaries do not violate any agreements or arrangements related to confidential information or trade secrets of persons other than the Company or its Subsidiaries or restricting any such employee’s engagement in business activities of any nature.

(d) No proceedings are pending, or to the knowledge of the Company, threatened, which challenge the rights of the Company or any of its Subsidiaries in respect of the Company’s or any of its Subsidiaries’ right to the use of the Intellectual Property, except for matters which are not reasonably likely to have a Material Adverse Effect.

3.10 Financial Statements. The consolidated financial statements of the Company and the related notes contained in the SEC Reports present fairly, in accordance with generally accepted accounting principles, the consolidated financial position of the Company and its Subsidiaries as of the dates indicated, and the results of their operations, cash flows and the changes in stockholders’ equity for the periods therein specified, subject, in the case of unaudited financial statements for interim periods, to normal year-end audit adjustments. Such consolidated financial statements (including the related notes) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods therein specified, except that unaudited financial statements may not contain all footnotes required by generally accepted accounting principles.

3.11 No Material Adverse Change. Since June 30, 2004, there has not been (i) a change that has had or is reasonably likely to have a Material Adverse Effect, (ii) any obligation, direct or contingent, that is material to the Company or any of its Subsidiaries considered as one enterprise, incurred by the Company or any of its Subsidiaries, except obligations incurred in the ordinary course of business, (iii) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any of its Subsidiaries, or (iv) any loss or damage (whether or not insured) to the physical property of the Company or any of its Subsidiaries which has been sustained which has had a Material Adverse Effect.

3.12 Nasdaq Compliance. The Company’s Common Stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “ Exchange Ac t”), and is listed on the Nasdaq SmallCap Market (the “ Nasdaq SmallCap Market ”), and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Nasdaq SmallCap Market. The issuance of the Securities does not require shareholder approval, including, without limitation, pursuant to the Nasdaq Marketplace Rules.

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3.13 Reporting Status. The Company has timely made all filings required under the Exchange Act during the 12 months preceding the date of this Agreement, and all of those documents complied in all material respects with the SEC’s requirements as of their respective filing dates, and the information contained therein as of the respective dates thereof did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading. The Company is currently eligible to register the resale of Common Stock in a secondary offering on a registration statement on Form S-3 under the Securities Act.

3.14 No Manipulation of Stock. The Company has not taken and will not, in violation of applicable law, take any action outside the ordinary course of business designed to or that might reasonably be expected to cause or result in unlawful manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares or the Warrant Shares.

3.15 Accountants. Deloitte & Touche LLP, who expressed their opinion with respect to the consolidated financial statements to be incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended June 30, 2004 into the Registration Statement (as defined below) and the prospectus which forms a part thereof (the “Prospectus”), have advised the Company that they are, and to the best knowledge of the Company they are, independent accountants as required by the Securities Act and the rules and regulations promulgated thereunder (the “ Rules and Regulations ”).

3.16 Contracts. Except for matters which are not reasonably likely to have a Material Adverse Effect, the contracts listed as exhibits to the SEC Reports that are material to the Company, other than those contracts that are substantially or fully performed or expired by their terms, are in full force and effect on the date hereof, and none of the Company, its Subsidiaries nor, to the Company’s knowledge, any other party to such contracts is in breach of or default under any of such contracts.

3.17 Taxes. Except for matters which are not reasonably expected to have a Material Adverse Effect, the Company has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company.

3.18 Transfer Taxes. On the Closing Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Shares hereunder will be, or will have been, fully paid or provided for by the Company and the Company will have complied with all laws imposing such taxes.

3.19 Investment Company. The Company is not an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for an investment company, within the meaning of the Investment Company Act of 1940, as amended.

3.20 Insurance. The Company and its Subsidiaries maintain insurance of the types and in the amounts that the Company reasonably believes is adequate for the their businesses, including, but not limited to, insurance covering real and personal property owned or leased by the Company and its Subsidiaries against theft, damage, destruction, acts of vandalism and all other risks customarily insured against by similarly situated companies, all of which insurance is in full force and effect.

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3.21 Offering Materials. The Company has not in the past nor will it hereafter take any action to sell, offer for sale or solicit offers to buy any securities of the Company which would be integrated with the offer or sale of the Shares as contemplated by this Agreement such that the offer and Sale of the shares would be brought within the provisions of Section 5 of the Securities Act.

3.22 General Solicitation. The Company has not engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States.

3.23 Registration. Subject to the accuracy of the representations of the Investor set forth in Section 4 herein, the sale of the Securities by the Company pursuant to this Agreement does not require registration under the Securities Act or under any stock securities laws or blue sky laws.

3.24 Listing. The Company will use its best efforts to maintain the listing and trading of its Common Stock (including the Common Shares and the Warrant Shares) on the Nasdaq SmallCap Market and will comply with all the requirements of the NASD and the Nasdaq SmallCap Market.

3.25 Related Party Transactions. Except for the sale of Securities under the Agreements, no transaction has occurred between or among the Company, any of the Subsidiaries and their affiliates, officers or directors or any affiliate or affiliates of any such officer or director that with the passage of time will be required to be disclosed pursuant to Section 13, 14 or 15(d) of the Exchange Act.

3.26 Non-public Information. The Company confirms that, neither the Company nor any other person acting on its behalf has provided the Investor or its agents or counsel with any information that constitutes material, non-public information, except as will be disclosed in accordance with Section 13 below. The Company understands and confirms that the Investor will rely on the foregoing representations and covenants in effecting transactions contemplated by this Agreement. None of the disclosures provided to the Investor regarding the Company and its business set forth in the SEC Reports, this Agreement, or any other documents provided in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to stat any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

3.27 Books and Records. The books, records and accounts of the Company and the Subsidiaries accurately and fairly reflect, in reasonable detail, the transactions in, and dispositions of, the assets of, and the operations of, the Company and the Subsidiaries. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

4. Representations, Warranties and Covenants of the Investor.

4.1 Investor Knowledge and Status . The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Regulation D under the Securities Act and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the

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Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the Investor’s right to sell Securities pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 6.3); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Securities or until the Company is