Common use of Investment Intention Clause in Contracts

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state and foreign securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 4 through 5 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser it is acquiring the Shares solely for the Purchaser's its own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that the Purchaser it will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "“Securities Act"”), and the rules --------------- and regulations of the Securities and Exchange Commission (the "“Commission"”) ---------- thereunder, and in compliance with applicable state securities or "“blue sky" laws and foreign securities ” laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act Act, or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state and foreign securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 4 through 5 8 hereof, inclusive, - shall have been complied with or have expired, (ii) unless -- (A) such disposition -- - is pursuant to an effective registration statement under - the Securities Act, (B) - the Purchaser shall have delivered to Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's its own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that the Purchaser it will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act Act, or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof, it being understood that the Purchaser may sell some or all of the Shares to Holding. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state and foreign securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 4 through 5 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Except as contemplated by the Promissory Note and the Security Agreement, the Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser provisions hereof shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusivebeen complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holdingthe Company, to the effect that the Purchaser is not an "affiliate" of Holding the Company within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state and foreign securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 4 through 5 6 hereof, inclusive, shall have been complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that -------------------- the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and -------------- regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of - Sections 3 4 through 5 6 hereof, inclusive, shall have been complied with or have expired, (ii) unless -- (A) such disposition is pursuant to -- - an effective registration statement under - the Securities Act, (B) the Purchaser - shall have delivered to Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a - no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) unless such --- disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser Director represents and warrants that the -------------------- Purchaser Director is acquiring the Shares solely for the PurchaserDirector's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser Director agrees that the Purchaser Director will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities SECURITIES Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "CommissionCOMMISSION") ---------- thereunder, and in compliance with applicable state and foreign securities or "blue sky" laws and foreign securities laws, if any. The Purchaser Director further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 4 through 5 6 hereof, inclusive, shall have been complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser Director shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Such Purchaser is acquiring the Halter Shares solely for the Purchaser's his or her own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Each Purchaser agrees that the Purchaser he or she will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Halter Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Halter Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Each Purchaser further understands, acknowledges and agrees that none of the Halter Shares may be transferred, sold, pledged, hypothecated hypothecate or otherwise disposed of unless (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) such disposition (including but not limited to any transfer, sale, pledge, hypothecation or other disposition of the Halter Shares by each Purchaser to any of his or her affiliates, or by any such affiliate to another such affiliate) is exempt from the provisions of Section 5 of the Securities Act and each Purchaser shall have delivered to Holding the Company an opinion - of counsel, which opinion and of counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser he is acquiring the Shares solely for the Purchaser's his own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser he will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state and foreign securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 4 through 5 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless -- the provisions of the Certificate of Incorporation have been complied with or have expired, (iii) unless (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iiiiv) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser he is acquiring the Shares solely for the Purchaser's his own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser he will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of - Sections 3 4 through 5 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective -- - registration statement under - the Securities Act, (B) the Purchaser shall have - delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-no- - action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iii) unless such --- disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser it is acquiring the Shares solely for the Purchaser's its own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that the Purchaser it will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act Act, or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser Participant represents and warrants that the -------------------- Purchaser Participant is acquiring the Shares solely for the Purchaser's Participant’s own account for investment and not with a view to to, or for sale in connection with with, any distribution thereof. The Purchaser Participant agrees that the Purchaser Participant will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares Restricted Stock (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any SharesRestricted Stock), or any interest therein or any rights relating thereto, except in compliance with the Securities Act of 1933, as amended (the "“Securities Act"”), and the rules --------------- and regulations of the Securities and Exchange Commission (the "“Commission"”) ---------- thereunder, and in compliance with all applicable state or non-U.S. securities or "“blue sky" ” laws and foreign securities laws, if anythe Stockholders Agreement. The Purchaser Participant further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities ActAct or other applicable non-U.S. securities laws, (B) the Purchaser Participant shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section section 5 of the Securities Act or Act, (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and disposition, or (iiiD) following a Public Offering, in an exempt transaction under Rule 144, (ii) unless such disposition is pursuant to registration under --- any applicable state or foreign and non-U.S. securities laws or an exemption therefromtherefrom and (iii) unless the applicable provisions of the Plan, this Agreement and the Stockholders Agreement shall have been complied with or have expired.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 4 through 5 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holdingthe Company, to the effect that the Purchaser is not an "affiliate" of Holding the Company within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser Grantee represents and warrants that the -------------------- Purchaser he is acquiring the Shares Units solely for the Purchaser's his own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser Grantee agrees that the Purchaser he will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares Units (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any SharesUnits), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state and foreign securities or "blue sky" laws and foreign securities laws, if any. The Purchaser Grantee further understands, acknowledges and agrees that none of the Shares Units may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 4 through 5 7 hereof, inclusive, shall have been complied with or have expired, (ii) unless -- the LLC Agreement has been complied with or have expired, (iii) unless (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser Grantee shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iiiiv) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser Seller represents and warrants that the -------------------- Purchaser it is acquiring the Shares Promissory Note and any shares of Public Entity Stock issued upon conversion thereof (the "SHARES") solely for the Purchaser's its own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser Seller agrees that the Purchaser it will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of the Promissory Note or any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of the Promissory Note or any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "CommissionCOMMISSION") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Purchaser Seller further understands, acknowledges and agrees that none neither the Promissory Note nor any of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of contractual resale restrictions to which the - Purchaser Shares are subject shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusivebeen complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser Seller shall have delivered to Holding the Public Entity an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Public Entity, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Public Entity, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's ’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "“Securities Act"”), and the rules --------------- and regulations of the Securities and Exchange Commission (the "“Commission"”) ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities or “blue sky” laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof4 and 5, inclusiveand the applicable provisions of the Agreement (including, but not limited to, the Plan as incorporated by reference herein) and the Stockholders Agreement shall have been complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act Act, or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition disposition, and (iii) unless such disposition is pursuant to registration under --- any applicable state or and foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusiveSection 4 shall have been complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Securities and Exchange Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that -------------------- the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and -------------- regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of - Sections 3 4 through 5 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective -- - registration statement under - the Securities Act, (B) the Purchaser shall have - delivered to Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from - the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant --- to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser Participant represents and warrants that the -------------------- Purchaser Participant is acquiring the Series F Shares solely for the Purchaser's Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser Participant agrees that the Purchaser Participant will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Series F Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Series F Shares), except in compliance with the Securities Act of 1933, as amended (the "“Securities Act"”), and the rules --------------- and regulations of the Securities and Exchange Commission (the "“Commission"”) ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities or “blue sky” laws, if any. The Purchaser Participant further understands, acknowledges and agrees that none of the Series F Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser Participant shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section section 5 of the Securities Act or Act, (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and disposition, or (iiiD) following a Qualified IPO, in an exempt transaction under Rule 144, (ii) unless such disposition is pursuant to registration under --- any applicable state or and foreign securities laws or an exemption therefromtherefrom and (iii) unless the applicable provisions of the Plan, this Agreement and the Securityholders Agreement shall have been complied with or have expired.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's ’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "“Securities Act"”), and the rules --------------- and regulations of the Securities and Exchange Commission (the "“Commission"”) ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities or “blue sky” laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereofSection 4, inclusiveand the applicable provisions of the Agreement (including, but not limited to, the Plan as incorporated by reference herein) and the Stockholders Agreement shall have been complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act Act, or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition disposition, and (iii) unless such disposition is pursuant to registration under --- any applicable state or and foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser Participant represents and warrants that the -------------------- Purchaser Participant is acquiring the Series E Shares solely for the Purchaser's Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser Participant agrees that the Purchaser Participant will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Series E Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Series E Shares), except in compliance with the Securities Act of 1933, as amended (the "“Securities Act"”), and the rules --------------- and regulations of the Securities and Exchange Commission (the "“Commission"”) ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities or “blue sky” laws, if any. The Purchaser Participant further understands, acknowledges and agrees that none of the Series E Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser Participant shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section section 5 of the Securities Act or Act, (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and disposition, or (iiiD) following a Qualified IPO, in an exempt transaction under Rule 144, (ii) unless such disposition is pursuant to registration under --- any applicable state or and foreign securities laws or an exemption therefromtherefrom and (iii) unless the applicable provisions of the Plan, this Agreement and the Securityholders Agreement shall have been complied with or have expired.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof, it being understood that the Purchaser may sell some or all of the Shares to Holding. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's ’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "“Securities Act"”), and the rules --------------- and regulations of the Securities and Exchange Commission (the "“Commission"”) ---------- thereunder, and in compliance with applicable state securities or "“blue sky" ” laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusiveSection 4 herein and the Shareholders Agreement shall have been complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser he is acquiring the Shares solely for the Purchaser's his own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser he will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "Commission") ---------- thereunder, and in compliance with applicable state and foreign securities or "blue sky" laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 4 through 5 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to Holding Worldwide an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405Worldwide, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the Commission, reasonably - satisfactory to HoldingWorldwide, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.