Common use of Investment Matters Clause in Contracts

Investment Matters. Seller is acquiring the New Horizons Stock for investment purposes, for its own account and not with a view to distribution or resale thereof or to divide its participation with others; provided, however, Seller may elect to transfer the New Horizons Stock to the Members, who hereby confirm that they will thereby acquire the New Horizons Stock for investment purposes, for their own account and not with a view to distribution or resale thereof or to divide their participation with others. Seller and the Members both meet the definition of "accredited investor" as defined in Regulation D, 17 C.F.R. Section 230.501(a), under the Securities Act of 1933, as amended (the "Act"). Seller and the Members both have knowledge and experience in financial and business matters such that they are capable of evaluating the merits and risks of an investment in the New Horizons Stock. Seller and the Members acknowledge that they have received and have reviewed (a) New Horizons' Proxy Statement dated Aprix 0, 0000, (x) Xxx Horizons' Annual Report on Form 10-K for the year ended December 31, 1997, (c) New Horizons' Form 10-Q Quarterly Reports for the fiscal quarters ended March 31, 1998, and June 30, 1998, (d) New Horizons' Report on Form 8-K dated May 13, 1998, and (e) all other material and relevant information concerning New Horizons, which New Horizons has furnished in accordance with the rules of the Securities and Exchange Commission ("SEC"), and have had the opportunity to ask questions of, receive answers from and obtain additional information from New Horizons concerning the business and financial condition of New Horizons. Seller and the Members understand, acknowledge and agree that: (i) none of the New Horizons Stock will be registered under the Act and that all of the New Horizons Stock will constitute "restricted securities" as defined in Rule 144 under the Act; (ii) the New Horizons Stock must be held indefinitely unless it is registered under the Act or an exemption from registration is available; (iii) neither New Horizons nor Buyer is under any obligation or has made any commitment to provide any such registration or to take such steps as are necessary to permit sale without registration pursuant to Rule 144 under the Act or otherwise; (iv) at such time as the New Horizons Stock may be disposed of in routine sales without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance with all of the terms and conditions of Rule 144; (v) if the Rule 144 exemption is not available, compliance with some other exemption from registration will be required; (vi) all certificates evidencing the New Horizons Stock will bear an appropriate legend concerning restrictions on transfer; (vii) the transfer agent and registrar of Buyer will be advised by appropriate "stop-transfer" instructions of the foregoing restrictions and instructed to advise Buyer of any proposed transfer of certificate(s) evidencing the New Horizons Stock; and (viii) in addition to the forgoing restrictions, no shares of

Investment Matters. Seller is acquiring the New Horizons Stock for investment purposes, for its own account and not with a view to distribution or resale thereof or to divide its participation with others; provided, however, Seller may elect to transfer the New Horizons Stock to the MembersPrincipals, who hereby confirm that they will thereby acquire the New Horizons Stock for investment purposes, for their own account and not with a view to distribution or resale thereof or to divide their his participation with others. Seller and the Members Principals both meet the definition of "accredited investor" as defined in Regulation D, 17 C.F.R. Section Sec. 230.501(a), under the Securities Act of 1933, as amended (the "ActACT"). Seller and the Members Principals both have knowledge and experience in financial and business matters such that they are capable of evaluating the merits and risks of an investment in the New Horizons Stock. Seller and the Members Principals acknowledge that they have received and have reviewed the following documents (collectively, the "NEW HORIZONS' DISCLOSURE DOCUMENTS"): (a) New Horizons' most recent Proxy Statement dated Aprix 0, 0000Statement, (xb) Xxx New Horizons' most recent Annual Report on Form 10-K for the year ended December 31, 1997K, (c) New Horizons' Form 10-Q Quarterly Reports Report(s) for the fiscal quarters ended March 31, 1998, and June 30, 1998, (dquarter(s) New Horizons' Report on Form 8-K dated May 13, 1998subsequent to such Annual Report, and (ed) all other material and relevant information concerning New Horizons, which New Horizons has furnished in accordance with the rules of the Securities and Exchange Commission ("SEC"), and have had the opportunity to ask questions of, receive answers from and obtain additional information from New Horizons concerning the business and financial condition of New Horizons. Seller and the Members Principals understand, acknowledge and agree that: (i) none of the New Horizons Stock will be registered under the Act and that all of the New Horizons Stock will constitute "restricted securities" as defined in Rule 144 (or its successor) under the Act; (ii) the New Horizons Stock must be held indefinitely unless it is registered under the Act or an exemption from registration is available; (iii) neither New Horizons nor Buyer is under any obligation or has made any commitment to provide any such registration or to take such steps as are necessary to permit sale without registration pursuant to Rule 144 under the Act or otherwise; (iv) at such time as the New Horizons Stock may be disposed of in routine sales without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance with all of the terms and conditions of Rule 144; (v) if the Rule 144 exemption is not available, compliance with some other exemption from registration will be required; (vi) all certificates evidencing the New Horizons Stock will bear an appropriate legend concerning restrictions on transfer; (vii) the transfer agent and registrar of Buyer will be advised by appropriate "stop-transfer" instructions of the foregoing restrictions and instructed to advise Buyer of any proposed transfer of certificate(s) evidencing the New Horizons Stock; and (viii) in addition to the forgoing restrictions, subject to Section 9.6, no shares ofof the New Horizons Stock may be sold or transferred during the twelve (12) months following their issuance.

Investment Matters. Seller is acquiring the New Horizons Stock for investment purposes, for its own account and not with a view to distribution or resale thereof or to divide its participation with others; provided, however, Seller may elect to transfer the New Horizons Stock to the MembersShareholder, who hereby confirm confirms that they he will thereby acquire the New Horizons Stock for investment purposes, for their his own account and not with a view to distribution or resale thereof or to divide their his participation with others. Seller and the Members Shareholder both meet the definition of "accredited investor" as defined in Regulation D, 17 C.F.R. Section ss. 230.501(a), under the Securities Act of 1933, as amended (the "Act"). Seller and the Members Shareholder both have knowledge and experience in financial and business matters such that they are capable of evaluating the merits and risks of an investment in the New Horizons Stock. Seller and the Members Shareholder acknowledge that they have received and have reviewed (a) New Horizons' most recent Proxy Statement dated Aprix 0, 0000Statement, (xb) Xxx New Horizons' Annual Report Reports on Form 10-K for the year ended years ending December 31, 19971997 and 1998, (c) New Horizons' Form 10-Q Quarterly Reports Report(s) for the fiscal quarters ended March 31, 1998, and June 30, 1998quarter(s) subsequent to the 1999 Annual Report, (d) draft Proxy Statement for the 1999 New Horizons' Report on Form 8-K dated May 13, 1998Shareholders Meeting, and (e) all other material and relevant information concerning New Horizons, which New Horizons has furnished in accordance with the rules of the Securities and Exchange Commission ("SEC"), and have had the opportunity to ask questions of, receive answers from and obtain additional information from New Horizons concerning the business and financial condition of New Horizons. Seller and the Members Shareholder understand, acknowledge and agree that: (i) none of the New Horizons Stock will be registered under the Act and that all of the New Horizons Stock will constitute "restricted securities" as defined in Rule 144 (or its successor) under the Act; (ii) the New Horizons Stock must be held indefinitely unless it is registered under the Act or an exemption from registration is available; (iii) neither New Horizons nor Buyer is under any obligation or has made any commitment to provide any such registration or to take such steps as are necessary to permit sale without registration pursuant to Rule 144 under the Act or otherwise; (iv) at such time as the New Horizons Stock may be disposed of in routine sales without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance with all of the terms and conditions of Rule 144; (v) if the Rule 144 exemption is not available, compliance with some other exemption from registration will be required; (vi) all certificates evidencing the New Horizons Stock will bear an appropriate legend concerning restrictions on transfer; (vii) the transfer agent and registrar of Buyer will be advised by appropriate "stop-transfer" instructions of the foregoing restrictions and instructed to advise Buyer of any proposed transfer of certificate(s) evidencing the New Horizons Stock; and (viii) in addition to the forgoing restrictions, no shares ofof the New Horizons Stock may be sold or transferred during the twelve (12) months following their issuance.

Investment Matters. Seller is acquiring the New Horizons Stock for investment purposes, for its own account and not with a view to distribution or resale thereof or to divide its participation with others; provided, however, Seller may elect to transfer the New Horizons Stock to the MembersShareholder, who hereby confirm confirms that they he will thereby acquire the New Horizons Stock for investment purposes, for their his own account and not with a view to distribution or resale thereof or to divide their his participation with others. Seller and the Members Shareholder both meet the definition of "accredited investor" as defined in Regulation D, 17 C.F.R. Section ss. 230.501(a), under the Securities Act of 1933, as amended (the "Act"). Seller and the Members Shareholder both have knowledge and experience in financial and business matters such that they are capable of evaluating the merits and risks of an investment in the New Horizons Stock. Seller and the Members Shareholder acknowledge that they have received and have reviewed (a) New Horizons' most recent Proxy Statement dated Aprix 0, 0000Statement, (xb) Xxx New Horizons' most recent Annual Report on Form 10-K for the year ended December 31, 1997K, (c) New Horizons' Form 10-Q Quarterly Reports Report(s) for the fiscal quarters ended March 31, 1998, and June 30, 1998, (dquarter(s) New Horizons' Report on Form 8-K dated May 13, 1998subsequent to such Annual Report, and (ed) all other material and relevant information concerning New Horizons, which New Horizons has furnished in accordance with the rules of the Securities and Exchange Commission ("SEC"), and have had the opportunity to ask questions of, receive answers from and obtain additional information from New Horizons concerning the business and financial condition of New Horizons. Seller and the Members Shareholder understand, acknowledge and agree that: (i) none of the New Horizons Stock will be registered under the Act and that all of the New Horizons Stock will constitute "restricted securities" as defined in Rule 144 (or its successor) under the Act; (ii) the New Horizons Stock must be held indefinitely unless it is registered under the Act or an exemption from registration is available; (iii) neither New Horizons nor Buyer is under any obligation or has made any commitment to provide any such registration or to take such steps as are necessary to permit sale without registration pursuant to Rule 144 under the Act or otherwise; (iv) at such time as the New Horizons Stock may be disposed of in routine sales without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance with all of the terms and conditions of Rule 144; (v) if the Rule 144 exemption is not available, compliance with some other exemption from registration will be required; (vi) all certificates evidencing the New Horizons Stock will bear an appropriate legend concerning restrictions on transfer; (vii) the transfer agent and registrar of Buyer will be advised by appropriate "stop-transfer" instructions of the foregoing restrictions and instructed to advise Buyer of any proposed transfer of certificate(s) evidencing the New Horizons Stock; and (viii) in addition to the forgoing restrictions, no shares ofof the New Horizons Stock may be sold or transferred during the twelve (12) months following their issuance.