Common use of Investment Intentions Clause in Contracts

Investment Intentions. (a) The Genesis Member (i) will be acquiring the shares of Newco Common Stock to be issued pursuant to Section 2.4 to the Genesis Member solely for such Genesis Member's account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution that is not made pursuant to an appropriate registration statement or in accordance with an applicable exemption promulgated under the Securities Act and any applicable state securities law; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Newco Common Stock other than this Agreement; (iii) unless disclosed otherwise on Schedule 3.1, is an "accredited investor" as defined in Securities Act Rule 501(a); and (iv) (A) is able to bear the economic risks of an investment in the Newco Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that the Genesis Member is capable of evaluating the merits and risks of the proposed investment in the Newco Common Stock, (D) has received and carefully reviewed the Recent SEC Documents and has had an adequate opportunity to ask questions and receive answers from the officers of JWCFS and Newco concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of JWCFS and Newco, the plans for the operations of the business of Newco, and the business, operations, and financial condition of JWCFS and Newco, and (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to such Genesis Member's satisfaction.

Investment Intentions. (a) The Genesis Member Equity Holder (i) will be acquiring the --------------------- shares of Newco Innotrac Common Stock to be issued pursuant to Section 2.4 ARTICLE 3 to the Genesis Member Equity Holder solely for such Genesis MemberEquity Holder's account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution that is not made pursuant to an appropriate registration statement or in accordance with an applicable exemption promulgated under the Securities Act and any applicable state securities lawdistribution; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Newco Innotrac Common Stock other than this Agreement; (iii) unless disclosed otherwise on Schedule 3.1, is an "accredited investor" as defined in Securities Act Rule 501(a); and (iv) (A) is able to bear the economic risks of an investment in the Newco Innotrac Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that the Genesis Member Equity Holder is capable of evaluating the merits and risks of the proposed investment in the Newco Innotrac Common Stock, (D) has received and carefully reviewed the Recent SEC Documents and has had an adequate opportunity to ask questions and receive answers from the officers of JWCFS and Newco Innotrac concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of JWCFS and NewcoInnotrac, the plans for the operations of the business of NewcoInnotrac, and the business, operations, and financial condition of JWCFS and Newcothe Entities, and (E) has asked all questions of the nature described in the preceding clause (D), and all those questions have been answered to such Genesis MemberEquity Holder's satisfaction; and (v) has received and carefully reviewed the Private Placement Memorandum.

Investment Intentions. (a) The Genesis Member Each Shareholder (i) will be acquiring the shares of Newco United Common Stock to be issued pursuant to Section 2.4 Article I to the Genesis Member Shareholder solely for such Genesis Member's Shareholder’s account, for investment purposes only only, and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution that is not made pursuant to an appropriate a registration statement filed by United covering such shares or in accordance with an applicable exemption promulgated under the Securities Act and any applicable state securities lawAct; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Newco United Common Stock other than this Agreement; (iii) unless disclosed otherwise on Schedule 3.1, is an "“accredited investor" ” as defined in Securities Act Rule 501(a); and (iv) (A) is able to bear the economic risks of an investment in the Newco United Common Stock acquired pursuant to this Agreement, ; (B) can afford to sustain a total loss of that investment, ; (C) has such knowledge and experience in financial and business matters that the Genesis Member Shareholder is capable of evaluating the merits and risks of the proposed investment in the Newco United Common Stock, ; (D) has received and carefully reviewed the Recent SEC Documents and has had an adequate opportunity to ask questions and receive answers from the officers of JWCFS and Newco United concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of JWCFS and NewcoUnited, the plans for the operations of the business of NewcoUnited, and the business, operations, and financial condition of JWCFS and Newco, and United; (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to such Genesis Member's Shareholder’s satisfaction; and (F) understands that, notwithstanding any other provisions of this Agreement, the Acquisition Consideration to be received pursuant to this Agreement is further restricted from transfer until the date upon which combined earnings for a period of at least 30 days are released as public information.