Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. Each Seller is acquiring LTC Shares hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "distribution" of the LTC Shares, as such term is used in Section 2(11) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller is an "ACCREDITED INVESTOR" within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC Shares. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller acknowledges and agrees that the LTC Shares will be restricted securities within the meaning of Rule 144 and will not be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser with the Securities and Exchange Commission under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgia. The Sellers acknowledge and agree that the Purchaser may, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities laws.

Securities Laws Matters. Each Seller is acquiring LTC Shares the Purchaser Common Stock hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "“distribution" ” of the LTC SharesPurchaser Common Stock, as such term is used in Section 2(11) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller is an "ACCREDITED INVESTOR" “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC SharesPurchaser Common Stock. Each Seller can bear the economic risk of losing his investment in the LTC Shares Purchaser Common Stock and has adequate means for providing for his current financial needs and contingencies. Each Seller acknowledges and agrees that the LTC Shares Purchaser Common Stock will be “restricted securities securities” within the meaning of Rule 144 and will can not be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser with the Securities and Exchange Commission under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgiaof, and the Purchaser Common Stock will come to rest, in the states set forth in the addresses on the signature pages hereto. The Sellers acknowledge Each Seller acknowledges and agree agrees that the Purchaser may, unless a registration statement is in effect covering such LTC Shares Purchaser Common Stock or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities laws.

Securities Laws Matters. Each Seller Selling Stockholder is acquiring LTC Shares the Buyer Common Stock ad Notes hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "“distribution" ” of the LTC SharesBuyer Common Stock or Notes, as such term is used in Section 2(11) of the Securities Act. Each Seller Selling Stockholder has had the opportunity to discuss the transactions contemplated hereby by this Agreement with the Purchaser Buyer and has been afforded, prior to the execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser Buyer and to obtain any additional information relating to the transactions contemplated hereby as such Seller Selling Stockholder has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller Selling Stockholder is an "ACCREDITED INVESTOR" “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC SharesBuyer Common Stock and Notes. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller Selling Stockholder acknowledges and agrees that the LTC Shares Buyer Common Stock and Notes will be “restricted securities securities” within the meaning of Rule 144 under the Securities Act and will cannot be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 144, or (c) pursuant to an effective registration statement filed by the Purchaser Buyer with the Securities and Exchange Commission SEC under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgia. The Sellers acknowledge Selling Stockholder acknowledges and agree agrees that the Purchaser Buyer may, unless a registration statement is in effect covering such LTC Shares Buyer Common Stock and Notes or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities laws.

Securities Laws Matters. Each Except as contemplated by this Agreement, Seller and/or each Shareholder is acquiring LTC Shares the Parent Common Stock hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "distribution" of the LTC SharesParent Stock, as such term is used in Section 2(11) of the Securities Act. Each Seller Shareholder has had the opportunity to discuss the transactions contemplated hereby with the Purchaser Buyer and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser Buyer and to obtain any additional information relating to the transactions contemplated hereby as such Seller Shareholder has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller Shareholder is an "ACCREDITED INVESTORaccredited investor" within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC SharesParent Common Stock. Each Seller Shareholder can bear the economic risk of losing his investment in the LTC Shares Parent Common Stock and has adequate means for providing for his current financial needs and contingencies. Each Seller EXECUTION COPY Shareholder acknowledges and agrees that the LTC Shares Parent Common Stock will be "restricted securities securities" within the meaning of Rule 144 and will can not be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser Buyer with the Securities and Exchange Commission under applicable state securities laws and the Securities Act. Each Seller Shareholder is a resident of Georgiaof, and the Parent Common Stock will come to rest, in the states set forth in the addresses on the signature pages hereto. The Sellers acknowledge Each Shareholder acknowledges and agree agrees that the Purchaser Buyer may, unless a registration statement is in effect covering such LTC Shares Parent Common Stock or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities laws.

Securities Laws Matters. Each Seller Selling Stockholder is acquiring LTC Shares the Buyer Common Stock hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "distribution" of the LTC SharesBuyer Common Stock, as such term is used in Section 2(11) of the Securities Act. Each Seller Selling Stockholder has had the opportunity to discuss the transactions contemplated hereby by this Agreement with the Purchaser Buyer and has been afforded, prior to the execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser Buyer and to obtain any additional information relating to the transactions contemplated hereby as such Seller Selling Stockholder has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller Selling Stockholder is an "ACCREDITED INVESTORaccredited investor" within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC SharesBuyer Common Stock. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller Selling Stockholder acknowledges and agrees that the LTC Shares Buyer Common Stock will be "restricted securities securities" within the meaning of Rule 144 under the Securities Act and will cannot be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 144, or (c) pursuant to an effective registration statement filed by the Purchaser Buyer with the Securities and Exchange Commission SEC under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgia. The Sellers acknowledge Selling Stockholder acknowledges and agree agrees that the Purchaser Buyer may, unless a registration statement is in effect covering such LTC Shares Buyer Common Stock or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities laws.

Securities Laws Matters. Each Seller Selling Stockholder is acquiring LTC Shares hereunder the Earnout Payment and the shares of Buyer Common Stock issuable upon delivery of the Earnout Payment (the “Earnout Securities”) for his own account for investment and not with a view to, or for the sale in connection with, any "“distribution" ” of the LTC SharesEarnout Securities, as such term is used in Section 2(11) of the Securities Act. , Each Seller Selling Stockholder has had the opportunity to discuss the transactions contemplated hereby by this Agreement with the Purchaser Buyer and has been afforded, prior to the execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser Buyer and to obtain any additional information relating to the transactions contemplated hereby as such Seller Selling Stockholder has requested. Each Seller acknowledges receiving Selling Stockholder has received copies of an reviewed Buyer’s Annual Report on Form 10-K for the year ended June 30, 2004 and reviewing Buyer’s SEC Filings made since the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus")filing of such Annual Report. Each Seller Selling Stockholder is an "ACCREDITED INVESTOR" “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC SharesBuyer Common Stock. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller Selling Stockholder acknowledges and agrees that the LTC Shares will be Earnout Securities are “restricted securities securities” within the meaning of Rule 144 under the Securities Act and will cannot be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 144, or (c) pursuant to an effective registration statement filed by the Purchaser Buyer with the Securities and Exchange Commission SEC under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgia. The Sellers acknowledge Selling Stockholder acknowledges and agree agrees that the Purchaser may, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144, Buyer may place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities laws.

Securities Laws Matters. Each Seller is acquiring LTC confirms that the Consideration Shares hereunder to be acquired by such Seller will be acquired for his such Seller’s own account for investment account, not as a nominee or agent, and not with a view toto the resale or distribution of any part thereof, and that such Seller has no present intention of selling, granting any participation in, or for otherwise distributing the sale in connection withsame. Each Seller further represents that it does not presently have any contract, undertaking, agreement or arrangement with any "distribution" Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the LTC Consideration Shares, as such term is used in Section 2(11) of the Securities Act. Each Seller has had the an opportunity to discuss Parent’s business, management, and financial affairs with Parent’s management. Each Seller understands that the transactions contemplated hereby Consideration Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Sellers’ representations as expressed herein. Each Seller understands that the Consideration Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, such Seller must hold the Consideration Shares indefinitely unless they are registered with the Purchaser Securities and has been affordedExchange Commission and qualified by state authorities, prior to execution of this Agreement, the opportunity to ask questions of, or an exemption from such registration and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requestedqualification requirements is available. Each Seller acknowledges receiving that Parent has no obligation to register or qualify the Consideration Shares. Each Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and reviewing manner of sale, the Purchaser's prospectusholding period for the Consideration Shares, dated November 24and on requirements relating to Parent which are outside of such Seller’s control, 1997 (and which Parent is under no obligation and may not be able to satisfy. Each Seller understands that no public market now exists for the "Prospectus")Consideration Shares, and that such Seller has made no assurances that a public market will ever exist for the Consideration Shares. Each Seller is an "ACCREDITED INVESTOR" within the meaning accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC Shares. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller acknowledges and agrees that the LTC Shares will be restricted securities within the meaning of Rule 144 and will not be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser with the Securities and Exchange Commission under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgia. The Sellers acknowledge and agree understands that the Purchaser mayConsideration Shares and any securities issued in respect of or exchange for the Consideration Shares, unless a registration statement is in effect covering may be notated with one or all of the following legends: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” Any legend required by the securities laws of any state or other jurisdiction to the extent such LTC laws are applicable to the Consideration Shares represented by the certificate, instrument, or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities lawsbook entry so legended.

Securities Laws Matters. Each Seller is acquiring LTC Shares hereunder The Shareholder who receives the Common Stock Consideration (the "Securities") pursuant to this Agreement will acquire such Securities for investment for his own account for investment account, not on behalf of others and not with a view toto resell or otherwise distribute such Securities. The Shareholder acknowledges that the Securities, at the time of issuance, shall not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws, but shall enjoy the registration rights set forth in the Registration Rights Agreement attached hereto as Exhibit A. Until the Securities are registered under the Registration Rights Agreement, or unless an exemption from registration is available, the Securities may not be sold, transferred or disposed of and the Shareholder must bear the risk of an investment in the Securities for the sale in connection with, any "distribution" an indefinite period of time. The financial condition of the LTC SharesShareholder is currently adequate to bear the substantial risk of an investment in the Securities. The Shareholder has sufficient knowledge and experience in investment and business matters to understand the economic risk of such an investment and the risk involved in a commercial enterprise such as that of o2wireless. The Shareholder is a bona fide resident of California, as and all communications and information have been directed to him and have been received in such term is used in Section 2(11) place of the Securities Actresidence. Each Seller The Shareholder has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from from, officers of o2wireless concerning o2wireless and the Purchaser Securities and to obtain any additional information relating to which the transactions contemplated hereby as such Seller has Shareholder reasonably requested. Each Seller acknowledges receiving and reviewing The Shareholder has been provided copies of (i) o2wireless' Registration Statement on Form S-1, as amended, including the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller is an "ACCREDITED INVESTOR" within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC Shares. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller acknowledges and agrees that the LTC Shares will be restricted securities within the meaning of Rule 144 and will not be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement final prospectus as filed by the Purchaser with the Securities and Exchange Commission under applicable state securities laws and on August 16, 2000 pursuant to Rule 424(b) of the Securities Act. Each Seller is a resident of Georgia, and (ii) o2wireless' Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (the "o2wireless SEC Documents"). The Sellers acknowledge Shareholder shall, at or prior to the Closing, complete and agree that deliver to Buyer an investment letter substantially in the Purchaser may, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities laws.form attached hereto as Exhibit B.

Securities Laws Matters. Each Seller is acquiring LTC Shares hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "distribution" of the LTC Shares, as such term is used in Section 2(11(a) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requested. Each Seller acknowledges receiving that the Shares and reviewing the Purchaser's prospectusobligations of Buyer under Sections 2.1(b) through 2.1(e) and 2.1(i) through 2.1(l) herein, dated November 24, 1997 if any (the "ProspectusSecurities"). Each Seller is an "ACCREDITED INVESTOR" within the meaning of Regulation D promulgated , will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration becomes or is available. (b) Seller represents and warrants that its principal place of business is located in the State of New York and that Buyer did not communicated with Seller with respect to the offer or sale of the Securities at any time while Seller was located in any other state. (c) Seller represents and warrants that: (i) It is well versed in financial matters and has such knowledge and experience in financial and business or financial matters and that he it is fully capable of evaluating understanding the merits and risks of the investment being made in the Securities and the risks involved in connection therewith; (ii) It is acting herein for its own account and is acquiring the Securities for investment without a view to the resale or other distribution thereof. It is financially able to hold the Securities for long-term investment, believes that the nature and amount of the Securities to be acquired hereunder is consistent with its overall investment program and financial position, and recognizes that there are substantial risks involved in an investment in the LTC SharesSecurities; (iii) It has received and reviewed the annual report on Form 10-K of the Parent for the year ended December 31, 1997. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each (d) Seller acknowledges and agrees that Buyer may, if it so desires, permit transfers, or authorize its transfer agent to permit transfers, of the LTC Shares will be restricted securities within Securities only when such Securities have been registered under the meaning Securities Act or when the request for transfer is accompanied by satisfactory assurance (including, if requested, an opinion of Rule 144 and will counsel reasonably acceptable to Buyer) that the sale or proposed transfer does not be sold or otherwise disposed of, except (a) pursuant to an exemption from the require registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser with the Securities and Exchange Commission under applicable state securities laws and the Securities Act. Each Seller is agrees that a resident of Georgia. The Sellers acknowledge and agree that the Purchaser may, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect legend to such certificates in accordance with federal securities laws.effect will be placed on the Securities. 4.7