Common use of Additional Investment Representations Clause in Contracts

Additional Investment Representations. Executive represents and warrants that: (a) Executive’s financial situation is such that Executive can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of Executive’s investment in the Units; (b) Executive’s knowledge and experience in financial and business matters are such that Executive is capable of evaluating the merits and risks of the investment in the Units; (c) Executive understands that the Units are a speculative investment which involves a high degree of risk of loss of Executive’s investment therein, there are substantial restrictions on the transferability of the Units and, on the Purchase Date and for an indefinite period following the Purchase Date, there will be no public market for the Units and, accordingly, it may not be possible for Executive to liquidate Executive’s investment in case of emergency, if at all; (d) the terms of this Agreement provide that if Executive engages in Competitive Activity or ceases to be an employee of the Company or its Subsidiaries, the Company and its Affiliates have the right to repurchase the Units at a price which may, under certain circumstances, be less than the Fair Market Value thereof; (e) Executive understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to Executive or Executive’s representatives concerning the Units or the Company or their prospects or other matters; (f) Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its Subsidiaries, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which Executive deems necessary; (g) all information which Executive has provided to the Company and the Company’s representatives concerning Executive and Executive’s financial position is complete and correct as of the date of this Agreement; and (h) Executive is or is not an “accredited investor” under the Securities Act, as indicated on the Master Signature Page. 4.

Additional Investment Representations. Executive The Employee represents and warrants that: that (ai) Executive’s the Employee's financial situation is such that Executive the Employee can afford to bear the economic risk of holding the Units Options or Plan Shares, as applicable, for an indefinite period of time, has adequate means for providing for Executive’s current needs time and personal contingencies, and can afford to suffer a complete loss of Executive’s the Employee's investment in the UnitsOptions or Plan Shares, as applicable; (bii) Executive’s the Employee's knowledge and experience in financial and business matters (and, in particular, with respect to the Company) are such that Executive the Employee is capable of evaluating the merits and risks of the Employee's investment in the UnitsOptions or Plan Shares, as applicable; (ciii) Executive the Employee understands that the Units Options or Plan Shares, as applicable, are a speculative investment which involves a high degree of risk of loss of Executive’s the Employee's investment therein, that there are substantial restrictions on the transferability of the Units andOptions or Plan Shares, as applicable, and that on the Purchase Date date of this Agreement and for an indefinite period following the Purchase Date, such date there will be no public market for the Units Options or Plan Shares, as applicable, and, accordingly, it may not be possible for Executive to liquidate Executive’s the Employee's investment in the Company at all, including in case of emergency, if at all; (div) the terms of this Agreement provide that if Executive engages in Competitive Activity or ceases Employee and the Employee's representatives, including the Employee's professional, tax and other advisors, have carefully reviewed the financial and other information with respect to be an employee of the Company or its SubsidiariesCompany, the Company and its Affiliates have subsidiaries supplied to them and the right to repurchase the Units at a price which may, under certain circumstances, be less than the Fair Market Value thereof; (e) Executive Employee understands and has taken cognizance of (or has been advised by the Employee's representatives as to) all the risk factors risks related to an investment in the purchase of Options or Plan Shares, as applicable; (v) in making the Units Employee's decision to invest in the Options or Plan Shares, as applicable, hereunder, the Employee has relied upon independent investigations made by the Employee and, to the extent believed by the Employee to be appropriate, the Employee's representatives, including the Employee's own professional, tax and other than as set forth in advisors; (vi) the Employee and the Employee's representatives have received and read this Agreement, no representations the Plan and the Stockholders' Agreement and all other documents related to and executed or warranties to be executed in connection with the transactions contemplated hereby and thereby, and have been made to Executive or Executive’s representatives concerning the Units or the Company or their prospects or other matters; (f) Executive has been given the opportunity to examine for a reasonable time prior to the date hereof all documents and to ask questions of, and to receive answers from, the Company and its their respective representatives concerning the Company and its Subsidiaries, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the purchase of investment in the Units Options or Plan Shares, as applicable, and to obtain any additional information which Executive deems necessary; (g) all information which Executive has provided to the Company and its subsidiaries possess or can acquire without unreasonable effort or expense, necessary to verify the Company’s accuracy of the information supplied to it, and the Employee and the Employee's representatives have received all additional information requested by them, and no representations have been made to the Employee or such representatives concerning Executive the Options or Plan Shares, their respective affiliates, their businesses or prospects or other matters; and Executive’s financial (vii) the Employee is an officer of the Company holding the position is complete and correct of President as of the date hereof, is familiar with the operations and businesses of this Agreement; the Company, has access to all material financial and (h) Executive is other information available from the Company, and has significant business experience in the party goods or is not similar business and, in any such case, expects to be an “accredited investor” under officer of the Securities Act, as indicated on the Master Signature Page. 4Company.

Additional Investment Representations. The Executive represents and warrants that: that (ai) the Executive’s 's financial situation is such that the Executive can afford to bear the economic risk of holding the Units Restricted Stock for an indefinite period of time, has adequate means for providing for Executive’s current needs time and personal contingencies, and can afford to suffer a complete loss of the Executive’s 's investment in the UnitsRestricted Stock; (bii) the Executive’s 's knowledge and experience in financial and business matters (and, in particular, with respect to the Company) are such that the Executive is capable of evaluating the merits and risks of the Executive's investment in the UnitsRestricted Stock; (ciii) the Executive understands that the Units are Restricted Stock is a speculative investment which involves a high degree of risk of loss of the Executive’s 's investment therein, that there are substantial restrictions on the transferability of the Units and, Restricted Stock and that on the Purchase Date date of this Agreement and for an indefinite period following the Purchase Date, such date there will be no public market for the Units Restricted Stick and, accordingly, it may not be possible for Executive to liquidate the Executive’s 's investment in the Company at all, including in case of emergency, if at all; (div) the terms of this Agreement provide that if Executive engages in Competitive Activity or ceases and the Executive's representatives, including the Executive's professional, tax and other advisors, have carefully reviewed the financial and other information with respect to be an employee of the Company or its Subsidiaries, the Company and its Affiliates have subsidiaries and the right to repurchase the Units at a price which may, under certain circumstances, be less than the Fair Market Value thereof; (e) Executive understands and has taken cognizance of (or has been advised by the Executive's representatives as to) all the risk factors risks related to an investment in the purchase of Restricted Stock; (v) in making the Units Executive's decision to invest in the Restricted Stock hereunder, the Executive has relied upon independent investigations made by the Executive and, to the extent believed by the Executive to be appropriate, the Executive's representatives, including the Executive's own professional, tax and other than as set forth in advisors; (vi) the Executive and the Executive's representatives have received and read this Agreement, no representations the Stockholders Agreement and all other documents related to and executed or warranties to be executed in connection with the transactions contemplated hereby and thereby, and have been made to Executive or Executive’s representatives concerning the Units or the Company or their prospects or other matters; (f) Executive has been given the opportunity to examine for a reasonable time prior to the date hereof all documents and to ask questions of, and to receive answers from, from the Company and its representatives concerning the Company and its Subsidiaries, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the purchase of investment in the Units Restricted Stock and to obtain any additional information which necessary to verify the accuracy of the information supplied to it, and the Executive deems necessary; (g) and the Executive's representatives have received all additional information which Executive has provided requested by them, and no representations have been made to the Company and the Company’s Executive or such representatives concerning Executive and Executive’s financial position is complete and correct the Restricted Stock, their respective affiliates, their businesses or prospects or other matters, except as of the date of set forth in this Agreement; and (hvii) the Executive is an officer of the Company holding the position of Executive Vice President of Sales and Marketing as of the date hereof, is familiar with the operations and businesses of the Company, has access to all material financial and other information available from the Company, and has significant business experience in the party goods or is not an “accredited investor” under the Securities Act, as indicated on the Master Signature Page. 4similar business.

Additional Investment Representations. The Executive represents and warrants that: that (ai) the Executive’s 's financial situation is such that the Executive can afford to bear the economic risk of holding the Units Restricted Stock for an indefinite period of time, has adequate means for providing for Executive’s current needs time and personal contingencies, and can afford to suffer a complete loss of the Executive’s 's investment in the UnitsRestricted Stock; (bii) the Executive’s 's knowledge and experience in financial and business matters (and, in particular, with respect to the Company) are such that the Executive is capable of evaluating the merits and risks of the Executive's investment in the UnitsRestricted Stock; (ciii) the Executive understands that the Units are Restricted Stock is a speculative investment which involves a high degree of risk of loss of the Executive’s 's investment therein, that there are substantial restrictions on the transferability of the Units and, Restricted Stock and that on the Purchase Date date of this Agreement and for an indefinite period following the Purchase Date, such date there will be no public market for the Units Restricted Stock and, accordingly, it may not be possible for Executive to liquidate the Executive’s 's investment in the Company at all, including in case of emergency, if at all; (div) the terms of this Agreement provide that if Executive engages in Competitive Activity or ceases and the Executive's representatives, including the Executive's professional, tax and other advisors, have carefully reviewed the financial and other information with respect to be an employee of the Company or its SubsidiariesCompany, the Company and its Affiliates have subsidiaries (including with respect to the right Merger) supplied to repurchase them and the Units at a price which may, under certain circumstances, be less than the Fair Market Value thereof; (e) Executive understands and has taken cognizance of (or has been advised by the Executive's representatives as to) all the risk factors risks related to an investment in the purchase of Restricted Stock; (v) in making the Units Executive's decision to invest in the Restricted Stock hereunder, the Executive has relied upon independent investigations made by the Executive and, to the extent believed by the Executive to be appropriate, the Executive's representatives, including the Executive's own professional, tax and other than as set forth in advisors; (vi) the Executive and the Executive's representatives have received and read this Agreement, no representations the Stockholders Agreement, the Merger Agreement and all other documents related to and executed or warranties to be executed in connection with the transactions contemplated hereby and thereby, and have been made to Executive or Executive’s representatives concerning the Units or the Company or their prospects or other matters; (f) Executive has been given the opportunity to examine for a reasonable time prior to the date hereof all documents and to ask questions of, and to receive answers from, the Company Company, Confetti and its their respective representatives concerning the Company and its Subsidiaries, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the purchase of investment in the Units Restricted Stock and to obtain any additional information which Confetti and its subsidiaries possess or can acquire without unreasonable effort or expense, necessary to verify the accuracy of the information supplied to it, and the Executive deems necessary; (g) and the Executive's representatives have received all additional information which Executive has provided requested by them, and no representations have been made to the Company and the Company’s Executive or such representatives concerning Executive and Executive’s financial position is complete and correct the Restricted Stock, their respective affiliates, their businesses or prospects or other matters, except as of the date of set forth in this Agreement; and (hvii) the Executive is an officer of the Company holding the position of Chief Financial Officer as of the date hereof, is familiar with the operations and businesses of the Company, has access to all material financial and other information available from the Company, and has significant business experience in the party goods or is not similar business and, in any such case, expects, after the Merger, to be an “accredited investor” under officer of the Securities Act, as indicated on the Master Signature Page. 4Company.

Additional Investment Representations. Executive The Employee represents and warrants that: that (ai) Executive’s the Employee's financial situation is such that Executive the Employee can afford to bear the economic risk of holding the Units Options or Plan Shares, as applicable, for an indefinite period of time, has adequate means for providing for Executive’s current needs time and personal contingencies, and can afford to suffer a complete loss of Executive’s the Employee's investment in the UnitsOptions or Plan Shares, as applicable; (bii) Executive’s the Employee's knowledge and experience in financial and business matters (and, in particular, with respect to the Company) are such that Executive the Employee is capable of evaluating the merits and risks of the Employee's investment in the UnitsOptions or Plan Shares, as applicable; (ciii) Executive the Employee understands that the Units Options or Plan Shares, as applicable, are a speculative investment which involves a high degree of risk of loss of Executive’s the Employee's investment therein, that there are substantial restrictions on the transferability of the Units andOptions or Plan Shares, as applicable, and that on the Purchase Date date of this Agreement and for an indefinite period following the Purchase Date, such date there will be no public market for the Units Options or Plan Shares, as applicable, and, accordingly, it may not be possible for Executive to liquidate Executive’s the Employee's investment in the Company at all, including in case of emergency, if at all; (div) the terms of this Agreement provide that if Executive engages in Competitive Activity or ceases Employee and the Employee's representatives, including the Employee's professional, tax and other advisors, have carefully reviewed the financial and other information with respect to be an employee of the Company or its SubsidiariesCompany, the Company and its Affiliates have subsidiaries supplied to them and the right to repurchase the Units at a price which may, under certain circumstances, be less than the Fair Market Value thereof; (e) Executive Employee understands and has taken cognizance of (or has been advised by the Employee's representatives as to) all the risk factors risks related to an investment in the purchase of Options or Plan Shares, as applicable; (v) in making the Units Employee's decision to invest in the Options or Plan Shares, as applicable, hereunder, the Employee has relied upon independent investigations made by the Employee and, to the extent believed by the Employee to be appropriate, the Employee's representatives, including the Employee's own professional, tax and other than as set forth in advisors; (vi) the Employee and the Employee's representatives have received and read this Agreement, no representations the Plan and the Stockholders' Agreement and all other documents related to and executed or warranties to be executed in connection with the transactions contemplated hereby and thereby, and have been made to Executive or Executive’s representatives concerning the Units or the Company or their prospects or other matters; (f) Executive has been given the opportunity to examine for a reasonable time prior to the date hereof all documents and to ask questions of, and to receive answers from, the Company and its their respective representatives concerning the Company and its Subsidiaries, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the purchase of investment in the Units Options or Plan Shares, as applicable, and to obtain any additional information which Executive deems necessary; (g) all information which Executive has provided to the Company and its subsidiaries possess or can acquire without unreasonable effort or expense, necessary to verify the Company’s accuracy of the information supplied to it, and the Employee and the Employee's representatives have received all additional information requested by them, and no representations have been made to the Employee or such representatives concerning the Options or Plan Shares, their respective affiliates, their businesses or prospects or other matters; and (vii) the Employee is an officer of the Company holding the position of Chief Executive and Executive’s financial position is complete and correct Officer as of the date hereof, is familiar with the operations and businesses of this Agreement; the Company, has access to all material financial and (h) Executive is other information available from the Company, and has significant business experience in the party goods or is not similar business and, in any such case, expects to be an “accredited investor” under officer of the Securities Act, as indicated on the Master Signature Page. 4Company.

Additional Investment Representations. Executive represents and warrants that: (ai) Executive’s The Purchaser's financial situation is such that Executive the Purchaser can afford to bear the economic risk of holding the Units Securities being acquired by the Purchaser hereunder for an indefinite period of time, time and that the Purchaser has adequate means for providing for Executive’s the Purchaser's current needs and personal contingencies, and can afford to suffer a the complete loss of Executive’s his or her investment in the Unitssuch Securities; (bii) Executive’s the Purchaser's knowledge and experience in financial and business matters are such that Executive the Purchaser is capable of evaluating the merits and risks of the Purchaser's investment in such Securities, or the UnitsPurchaser has been advised by a representative possessing such knowledge and experience; (ciii) Executive the Purchaser understands that the Units are such Securities constitute a speculative investment which involves a high degree of risk of loss of Executive’s the Purchaser's investment therein, that there are substantial restrictions on the transferability of the Units andsuch Securities, and that, on the Purchase Closing Date and for an indefinite period following the Purchase DateClosing, there will be no public market for the Units andSecurities and that, accordingly, it may not be possible for Executive to liquidate Executive’s the Purchaser's investment in the Company in case of emergency, if at all; (div) the terms of this Agreement provide that Purchaser and the Purchaser's representatives, including the Purchaser's professional, financial, tax and other advisors, if Executive engages any, have carefully considered the proposed investment by the Purchaser in Competitive Activity or ceases to be an employee of the Company or its SubsidiariesSecurities, and the Company and its Affiliates have the right to repurchase the Units at a price which may, under certain circumstances, be less than the Fair Market Value thereof; (e) Executive Purchaser understands and has taken cognizance of all (or has been advised by the Purchaser's representatives as to) the risk factors related to the purchase acquisition of the Units andsuch Securities, other than as set forth in this Agreement, and no representations or warranties have been made to Executive the Purchaser or Executive’s his or her representatives concerning the Units or Securities, the Company or their the Company's business, operations, financial condition or prospects or other mattersmatters except as set forth herein; (fv) Executive in making his or her decision to acquire the Securities being acquired by him or her hereunder, to the extent believed by the Purchaser to be appropriate, the Purchaser has sought the advice of the Purchaser's representatives, including the Purchaser's professional, financial, tax and other advisors, if any; (vi) the Purchaser and the Purchaser's representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, from the Company and its representatives concerning the Company and its Subsidiaries, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the purchase acquisition of the Units Securities being acquired by the Purchaser hereunder and to obtain any additional information which Executive deems the Purchaser or the Purchaser's representatives deem necessary; (gvii) all information which Executive has provided to the Purchaser and his or her representatives, if any, are familiar with the business, operations and finances of the Company as they will be in effect following the Closing; (viii) the Purchaser is aware of and familiar with the Company’s representatives concerning Executive restrictions imposed on the transfer by the Purchaser of any such Securities, including without limitation the restrictions contained in the Stockholders' Agreement; (ix) the Purchaser is aware that, except in certain very limited circumstances as expressly provided in the Registration Rights Agreement, the Purchaser will have no right to require registration of any such Securities and Executive’s financial position is complete and correct as must bear the economic risk of the date of this Agreementhis or her investment therein; and (hx) Executive the Purchaser acknowledges that the Company is or is not an “accredited investor” under the Securities Act, as indicated on the Master Signature Page. 4.entering into this

Additional Investment Representations. Each Executive represents and warrants that: that (ai) such Executive’s 's financial situation is such that such Executive can afford to bear the economic risk of holding the Units Common Stock for an indefinite period of time, has adequate means for providing for such Executive’s 's current needs and personal contingencies, and can afford to suffer a the complete loss of Executive’s his investment in the UnitsCommon Stock; (bii) such Executive has received and reviewed the Confidential Private Investment Memorandum, dated January 11, 2000 (the "Private Investment Memorandum"), and the attachments thereto and such Executive’s 's knowledge and experience in financial and business matters are such that such Executive is capable of evaluating the merits and risks of the investment in the UnitsCommon Stock, as contemplated by this Agreement and the Merger Agreement, or such Executive has been advised by Brighton Securities Corp. ("BSC"), which is acting as the "purchaser representative" of such Executive (the "Purchaser Representative") as set forth in Section 5.5 hereof and possesses such knowledge and experience; (ciii) such Executive understands that the Units are Common Stock is a speculative investment which involves a high degree of risk of loss of such Executive’s 's investment therein, that there are substantial restrictions on the transferability of the Units Common Stock, and, on the Purchase Closing Date and for an indefinite period following the Purchase DateClosing, there will be no public market for the Units andCommon Stock and that, accordingly, it may not be possible for such Executive to liquidate such Executive’s 's investment in case of an emergency, if at all; (div) such Executive and, to the terms of this Agreement provide that if extent believed by such Executive engages in Competitive Activity or ceases to be an employee of appropriate, such Executive's representatives, including such Executive's professional, financial, tax and other advisors, have carefully reviewed all documents furnished to them in connection with the investment in the Company or its Subsidiariescontemplated by the Merger Agreement, the Company and its Affiliates have the right to repurchase the Units at a price which may, under certain circumstances, be less than the Fair Market Value thereof; (e) such Executive understands and has taken cognizance of all acknowledges the risk factors related to the purchase receipt of Common Stock pursuant to the Units Merger Agreement; (v) in making the decision to receive Common Stock in connection with the Merger, such Executive has relied upon independent investigations made by such Executive and, to the extent believed by such Executive to be appropriate, such Executive's representatives, including his or her own professional, financial, tax and other than as set forth in this Agreement, no representations or warranties have been made to Executive or Executive’s representatives concerning the Units or the Company or their prospects or other mattersadvisors; (fvi) such Executive has and such Executive's representatives have been given the opportunity to examine all documents and to ask questions ques- tions of, and to receive answers from, the Company and its representatives concerning the Company and its Subsidiaries, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the purchase retention of Common Stock and Existing Options pursuant to the Units Merger Agreement and to obtain any additional information which the Executive deems or such Executive's representatives deem necessary; (gvii) such Executive is an officer, consultant, member of management or key employee of the Company; and (viii) all information which such Executive has provided to the Company and the Company’s its representatives concerning such Executive and Executive’s his financial position is true, complete and correct as of the date of this Agreement; , and (h) such Executive is or is not an “accredited investor” under agrees to notify the Securities Act, as indicated on Company promptly if at any time this ceases to be the Master Signature Page. 4case.

Additional Investment Representations. The Executive represents and warrants that: that (ai) the Executive’s 's financial situation is such that the Executive can afford to bear the economic risk of holding the Units Rollover Stock for an indefinite period of time, has adequate means for providing for Executive’s current needs time and personal contingencies, and can afford to suffer a complete loss of the Executive’s 's investment in the UnitsRollover Stock; (bii) the Executive’s 's knowledge and experience in financial and business matters (and, in particular, with respect to the Company) are such that the Executive is capable of evaluating the merits and risks of the Executive's investment in the UnitsRollover Stock; (ciii) the Executive understands that the Units are Rollover Stock is a speculative investment which involves a high degree of risk of loss of the Executive’s 's investment therein, that there are substantial restrictions on the transferability of the Units and, Rollover Stock and that on the Purchase Date date of this Agreement and for an indefinite period following the Purchase Date, such date there will be no public market for the Units Rollover Stock and, accordingly, it may not be possible for Executive to liquidate the Executive’s 's investment in the Company at all, including in case of emergency, if at all; (div) the terms of this Agreement provide that if Executive engages in Competitive Activity or ceases and the Executive's representatives, including the Executive's professional, tax and other advisors, have carefully reviewed the financial and other information with respect to be an employee of the Company or its SubsidiariesCompany, the Company and its Affiliates have subsidiaries (including with respect to the right Merger) supplied to repurchase them and the Units at a price which may, under certain circumstances, be less than the Fair Market Value thereof; (e) Executive understands and has taken cognizance of (or has been advised by the Executive's representatives as to) all the risk factors risks related to an investment in the purchase of Rollover Stock; (v) in making the Units Executive's decision to invest in the Rollover Stock hereunder, the Executive has relied upon independent investigations made by the Executive and, to the extent believed by the Executive to be appropriate, the Executive's representatives, including the Executive's own professional, tax and other than as set forth in advisors; (vi) the Executive and the Executive's representatives have received and read this Agreement, no representations the Stockholders Agreement, the Merger Agreement and all other documents related to and executed or warranties to be executed in connection with the transactions contemplated hereby and thereby, and have been made to Executive or Executive’s representatives concerning the Units or the Company or their prospects or other matters; (f) Executive has been given the opportunity to examine for a reasonable time prior to the date hereof all documents and to ask questions of, and to receive answers from, the Company Company, Confetti and its their respective representatives concerning the Company and its Subsidiaries, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the purchase of investment in the Units Rollover Stock and to obtain any additional information which Confetti and its subsidiaries possess or can acquire without unreasonable effort or expense, necessary to verify the accuracy of the information supplied to it, and the Executive deems necessary; (g) and the Executive's representatives have received all additional information which Executive has provided requested by them, and no representations have been made to the Company and the Company’s Executive or such representatives concerning Executive and Executive’s financial position is complete and correct the Rollover Stock, their respective affiliates, their businesses or prospects or other matters, except as of the date of set forth in this Agreement; and (hvii) the Executive is an officer of the Company holding the position of President as of the date hereof, is familiar with the operations and businesses of the Company, has access to all material financial and other information available from the Company, and has significant business experience in the party goods or is not similar business and, in any such case, expects, after the Merger, to be an “accredited investor” under officer of the Securities Act, as indicated on the Master Signature Page. 4Company.