Common use of Parent Common Stock Clause in Contracts

Parent Common Stock. Each of the Shareholders severally represents and warrants to the Parent and Acquisition Corp. as follows: (a) Each of the Shareholders understands that the shares of Parent Common Stock to be issued to such Shareholder hereunder will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders in this Agreement. Such Shareholder understands that the Parent is relying, in part, upon such Shareholder’s representation and warranties contained in this Section 4.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. (b) Each of the Shareholders has such knowledge, skill and experience in business, financial and investment matters so that such Shareholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such Shareholder has deemed it appropriate to do so, such Shareholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (c) Each of the Shareholders has made, either alone or together with such Shareholder’s advisors, such independent investigation of the Parent, its management and related matters as such Shareholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such Shareholder and such advisors have received all information and data that such Shareholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (d) Each of the Shareholders has reviewed such Shareholder’s financial condition and commitments, alone and together with such Shareholder’s advisors, and, based on such review, such Shareholder is satisfied that (A) the Shareholder has adequate means of providing for the Shareholder’s financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the Shareholder’s entire investment in the Parent Common Stock, (B) the Shareholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Shareholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such Shareholder shall furnish any additional information about the Shareholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (e) Each of the Shareholders understands that the shares of the Parent Common Stock to be received by the Shareholders in the transactions contemplated hereby will be “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the SEC promulgated thereunder provide in substance that the Shareholders may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available, including but not limited to Rule 144 promulgated under the Securities Act. Each of the Shareholders further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders understands that such Shareholders may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders pursuant to the transactions contemplated hereby for an indefinite period of time. (f) Except as provided in Article XIII, each of the Shareholders is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (g) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”

Parent Common Stock. Each of the Shareholders severally The Sole Stockholder, acknowledges, represents and warrants to the Parent and Acquisition Corp. as follows: (ai) Each of the Shareholders The Sole Stockholder understands that the shares of Parent Common Stock to be issued to such Shareholder hereunder the Sole Stockholder in the Merger will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders Sole Stockholder in this Agreement. Such Shareholder The Sole Stockholder understands that the Parent is relying, in part, upon such Shareholderthe Sole Stockholder’s representation and warranties contained in this Section 4.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. (bii) Each of the Shareholders The Sole Stockholder has such knowledge, skill and experience in business, financial and investment matters so that such Shareholder the Sole Stockholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such Shareholder the Sole Stockholder has deemed it appropriate to do so, such Shareholder the Sole Stockholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (ciii) Each of the Shareholders The Sole Stockholder has made, either alone or together with such Shareholderthe Sole Stockholder’s advisors, such independent investigation of the Parent, its management and related matters as such Shareholder the Sole Stockholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such Shareholder the Sole Stockholder and such advisors have received all information and data that such Shareholder the Sole Stockholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (div) Each of the Shareholders The Sole Stockholder has reviewed such Shareholderthe Sole Stockholder’s financial condition and commitments, alone and together with such Shareholderthe Sole Stockholder’s advisors, and, based on such review, such Shareholder the Sole Stockholder is satisfied that (A) the Shareholder Sole Stockholder has adequate means of providing for the ShareholderSole Stockholder’s financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the ShareholderSole Stockholder’s entire investment in the Parent Common Stock, (B) the Shareholder Sole Stockholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Shareholder Sole Stockholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such Shareholder The Sole Stockholder shall furnish any additional information about the Shareholder Sole Stockholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (ev) Each of the Shareholders The Sole Stockholder understands that the shares of the Parent Common Stock to be received by the Shareholders Sole Stockholder in the transactions contemplated hereby will be “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the SEC Securities and Exchange Commission (the “SEC”) promulgated thereunder provide in substance that the Shareholders Sole Stockholder may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available, including but not limited to Rule 144 promulgated under the Securities Act. Each The Sole Stockholder further understands that, except as provided in the Registration Rights Agreement (as defined in Section 10.6 hereof), the Parent has no obligation or intention to register the sale of any of the Shareholders shares of the Parent Common stock to be received by the Sole Stockholder in the transactions contemplated hereby, or take any other action so as to permit sales pursuant to, the Securities Act. Accordingly, the Sole Stockholder understands that the Sole Stockholder may dispose of such shares only in transactions which are of a type exempt from registration under the Securities Act, including (without limitation) a “private placement,” in which event the transferee will acquire such shares as “restricted securities” and subject to the same limitations as in the hands of the Sole Stockholder. The Sole Stockholder further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders Sole Stockholder understands that such Shareholders the Sole Stockholder may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders the Sole Stockholder pursuant to the transactions contemplated hereby for an indefinite period of time. (fvi) Except as provided in Article XIII, each of the Shareholders The Sole Stockholder is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (gvii) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”

Parent Common Stock. Each of the Shareholders Shareholder severally acknowledges, represents and warrants to the Parent and Acquisition Corp. as follows: (ai) Each of the Shareholders The Shareholder understands that the shares of Parent Common Stock to be issued to such the Shareholder hereunder in the Merger will not have been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders Shareholder in this Agreement. Such The Shareholder understands that the Parent is relying, in part, relying upon such the Shareholder’s representation 's representations and warranties contained in this Section 4.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. The information contained in the Investor Questionnaire executed by such Shareholder and delivered to Parent in connection with this Agreement is accurate, complete and correct. (bii) Each of the Shareholders The Shareholder has such knowledge, skill and experience in business, financial and investment matters so that such the Shareholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such the Shareholder has deemed it appropriate to do so, such the Shareholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (ciii) Each of the Shareholders The Shareholder has made, either alone or together with such the Shareholder’s 's advisors, such independent investigation of the Parent, its management and related matters as such the Shareholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such the Shareholder and such advisors have received all information and data that such the Shareholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (div) Each of the Shareholders The Shareholder has reviewed such the Shareholder’s 's financial condition and commitments, alone and together with such the Shareholder’s 's advisors, and, based on such review, such the Shareholder is satisfied that (A) the Shareholder has adequate means of providing for the Shareholder’s 's financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the Shareholder’s 's entire investment in the Parent Common Stock, (B) the Shareholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Shareholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such The Shareholder shall furnish any additional information about the Shareholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (ev) Each of the Shareholders The Shareholder understands that the shares of the Parent Common Stock to be received by the Shareholders Shareholder in the transactions contemplated hereby will be “"restricted securities” " under applicable federal securities laws and that the Securities Act and the rules of the SEC Securities and Exchange Commission promulgated thereunder provide in substance that the Shareholders Shareholder may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available. The Shareholder further understands that, including but not limited except as provided in Article XII, the Parent has no obligation or intention to Rule 144 promulgated register the sale of any of the shares of the Parent Common Stock to be received by the Shareholder in the transactions contemplated hereby, or take any other action so as to permit sales pursuant to, the Securities Act. Accordingly, except as provided in Article XII, the Shareholder understands that the Shareholder may dispose of such shares only in transactions which are of a type exempt from registration under the Securities Act. Each , including (without limitation) a "private placement," in which event the transferee will acquire such shares as "restricted securities" and subject to the same limitations as in the hands of the Shareholders Shareholder. The Shareholder further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders Shareholder understands that such Shareholders the Shareholder may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders the Shareholder pursuant to the transactions contemplated hereby for an indefinite period of time. (fvi) Except as provided in Article XIII, each of the Shareholders The Shareholder is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (gvii) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”"

Parent Common Stock. Each of the Shareholders severally Equityholders represents and warrants to the Parent and Acquisition Corp. Buyer as follows: (ai) Each of the Shareholders Equityholders understands that the shares of Parent Common Stock to be issued to such Shareholder hereunder Equityholder as part of the Purchase Price will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders Equityholders in this Agreement. Such Shareholder Equityholder understands that the Parent is relying, in part, upon such ShareholderEquityholder’s representation and warranties contained in this Section 4.2 3.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. (bii) Each of the Shareholders Equityholders has such knowledge, skill and experience in business, financial and investment matters so that such Shareholder Equityholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such Shareholder Equityholder has deemed it appropriate to do so, such Shareholder Equityholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (ciii) Each of the Shareholders Equityholders, other than the Employee Equityholders, is an “accredited investor” within the meaning of Regulation D under the Securities Act. (iv) Each of the Equityholders has made, either alone or together with such ShareholderEquityholder’s advisors, such independent investigation of the Parent, its management and related matters as such Shareholder Equityholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such Shareholder Equityholder and such advisors have received all information and data that such Shareholder Equityholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (dv) Each of the Shareholders Equityholders has reviewed such ShareholderEquityholder’s financial condition and commitments, alone and together with such ShareholderEquityholder’s advisors, and, based on such review, such Shareholder Equityholder is satisfied that (A) the Shareholder Equityholder has adequate means of providing for the ShareholderEquityholder’s financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the ShareholderEquityholder’s entire investment in the Parent Common Stock, (B) the Shareholder Equityholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Shareholder Equityholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such Shareholder Equityholder shall furnish any additional information about the Shareholder Equityholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (evi) Each Notwithstanding Article XII, each of the Shareholders Equityholders understands that the shares of the Parent Common Stock to be received by the Shareholders Equityholders in the transactions contemplated hereby will be “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the SEC Securities and Exchange Commission (the “SEC”) promulgated thereunder provide in substance that the Shareholders Equityholders may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available, including but not limited to Rule 144 promulgated under the Securities Act. Each of the Shareholders Equityholders further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders Equityholders understands that such Shareholders Equityholders may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders Equityholders pursuant to the transactions contemplated hereby for an indefinite period of time. (fvii) Except as provided in Article XIIIXII, each of the Shareholders Equityholders is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (gviii) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”

Parent Common Stock. Each of the Shareholders severally represents and warrants to the Parent Parent, First Acquisition Corp. and Second Acquisition Corp. as follows: (a) Each of the Shareholders understands that the shares of Parent Common Stock to be issued to such Shareholder hereunder in connection with the Step One Merger will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders in this Agreement. Such Shareholder understands that the Parent is relying, in part, upon such Shareholder’s representation and warranties contained in this Section 4.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. (b) Each of the Shareholders has such knowledge, skill and experience in business, financial and investment matters so that such Shareholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such Shareholder has deemed it appropriate to do so, such Shareholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (c) Each of the Shareholders has made, either alone or together with such Shareholder’s advisors, such independent investigation of the Parent, its management and related matters as such Shareholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such Shareholder and such advisors have received all information and data that such Shareholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (d) Each of the Shareholders has reviewed such Shareholder’s financial condition and commitments, alone and together with such Shareholder’s advisors, and, based on such review, such Shareholder is satisfied that (A) the Shareholder has adequate means of providing for the Shareholder’s financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the Shareholder’s entire investment in the Parent Common Stock, (B) the Shareholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Shareholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such Shareholder shall furnish any additional information about the Shareholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (e) Each of the Shareholders understands that the shares of the Parent Common Stock to be received by the Shareholders in the transactions contemplated hereby will be “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the SEC promulgated thereunder provide in substance that the Shareholders may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available, including but not limited to Rule 144 promulgated under the Securities Act. Each of the Shareholders further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders understands that such Shareholders may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders pursuant to the transactions contemplated hereby for an indefinite period of time. (f) Except as provided in Article XIIIXII, each of the Shareholders is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (g) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”

Parent Common Stock. Each of the Shareholders severally represents and warrants to the Parent and Acquisition Corp. as follows: (a) Each All Parent Common Stock issued pursuant to this Agreement shall be unregistered shares and shall be "restricted securities" under Rule 144 promulgated under the Securities Act ("Rule 144") and Target and the Selling Parties acknowledge that the sale of the Shareholders understands Parent Common Stock shall be subject to Rule 144 transfer restrictions. (b) In addition to the Rule 144 requirements, which Target and Selling Parties acknowledge apply to all Parent Common Stock separately and independently from any contractual restrictions on transfer, Target and Selling Parties agree to the following additional transfer restrictions on Parent Common Stock. At the Closing, each Selling Party receiving Parent Common Stock shall be required to acknowledge and agree that it may not transfer its Parent Common Stock (by assignment or distribution upon liquidation or otherwise) during the period of six (6) months after issuance; provided, however, that the restriction period applicable to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ will be more than six (6) months and will be agreed-upon in connection with the negotiation of his employment terms. Certificates representing Parent Common Stock shall include a legend evidencing the restrictions on transfer set forth in this Section 2.12, or if shares of Parent Common Stock are issued in electronic format, such shares shall be issued by the Transfer Agent subject to the notation of such applicable transfer restrictions. Parent shall direct its Transfer Agent to remove the legend referencing restrictions set forth in this paragraph from all such shares of Parent Common Stock upon the expiration of the six (6) month period, other than with respect to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ for whom such restrictive legend shall be removed at the expiration of three years. (c) The parties agree that Parent Common Stock may be issued directly to the shareholders of Black Stone Companies of Ohio, Inc., provided such shareholders complete a questionnaire confirming that they are accredited investors and are holding Parent Common Stock for investment purposes and not for resale and other customary matters. The parties acknowledge that no shares of Parent Common Stock will be issued to non-accredited investors. The portion of the Merger Consideration that would under the terms of this Agreement otherwise be payable in shares of Parent Common Stock to a non-accredited Selling Party (or shareholder of Black Stone Companies of Ohio, Inc.) shall instead be issued to such Shareholder hereunder will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law by reason of specific exemptions under the provisions thereof which depend paid in part upon the other representations and warranties made by the Shareholders in this Agreementcash. Such Shareholder understands Selling Parties represent that the dollar amount of Parent Common Stock that shall instead be payable in cash is relying, in part, upon such Shareholder’s representation and warranties contained in this Section 4.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. (b) Each approximately $190,000 of the Shareholders has such knowledge, skill and experience in business, financial and investment matters so that such Shareholder is capable of evaluating the merits and risks of an investment $7,550,000 otherwise payable in the form of Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such Shareholder has deemed it appropriate to do so, such Shareholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this AgreementSection 2.1(c). (c) Each of the Shareholders has made, either alone or together with such Shareholder’s advisors, such independent investigation of the Parent, its management and related matters as such Shareholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such Shareholder and such advisors have received all information and data that such Shareholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (d) Each of the Shareholders has reviewed such Shareholder’s financial condition and commitments, alone and together with such Shareholder’s advisors, and, based on such review, such Shareholder is satisfied that (A) the Shareholder has adequate means of providing for the Shareholder’s financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the Shareholder’s entire investment in the Parent Common Stock, (B) the Shareholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Shareholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such Shareholder shall furnish any additional information about the Shareholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (e) Each of the Shareholders understands that the shares of the Parent Common Stock to be received by the Shareholders in the transactions contemplated hereby will be “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the SEC promulgated thereunder provide in substance that the Shareholders may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available, including but not limited to Rule 144 promulgated under the Securities Act. Each of the Shareholders further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders understands that such Shareholders may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders pursuant to the transactions contemplated hereby for an indefinite period of time. (f) Except as provided in Article XIII, each of the Shareholders is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (g) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”

Parent Common Stock. Each of the Shareholders Shareholder, severally and not jointly, acknowledges, represents and warrants to the Parent and Acquisition Corp. as follows: (ai) Each of the Shareholders Such Shareholder understands that the shares of Parent Common Stock to be issued to such Shareholder hereunder in the Merger will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders Shareholder in this Agreement. Such Shareholder understands that the Parent is relying, in part, upon such the Shareholder’s 's representation and warranties contained in this Section 4.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. (bii) Each of the Shareholders Such Shareholder has such knowledge, skill and experience in business, financial and investment matters so that such the Shareholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such the Shareholder has deemed it appropriate to do so, such the Shareholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (ciii) Each of the Shareholders Such Shareholder has made, either alone or together with such the Shareholder’s 's advisors, such independent investigation of the Parent, its management and related matters as such the Shareholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such the Shareholder and such advisors have received all information and data that such the Shareholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (div) Each of the Shareholders Such Shareholder has reviewed such the Shareholder’s 's financial condition and commitments, alone and together with such the Shareholder’s 's advisors, and, based on such review, such the Shareholder is satisfied that (A) the Shareholder has adequate means of providing for the Shareholder’s 's financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he or she could bear the risk of loss of the Shareholder’s his or her entire investment in the Parent Common Stock, (B) the Shareholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Shareholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such Shareholder shall furnish any additional information about the Shareholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (ev) Each of the Shareholders Such Shareholder understands that the shares of the Parent Common Stock to be received by the Shareholders Shareholder in the transactions contemplated hereby will be “restricted securities” "RESTRICTED SECURITIES" under applicable federal securities laws and that the Securities Act and the rules of the SEC Securities and Exchange Commission (the "SEC") promulgated thereunder provide in substance that the Shareholders Shareholder may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available. Such Shareholder further understands that, including but not limited the Parent has no obligation or intention to Rule 144 promulgated under register the sale of any of the shares of the Parent Common stock to be received by the Shareholder in the transactions contemplated hereby, or take any other action so as to permit sales pursuant to, the Securities Act. Each of the Shareholders Such Shareholder further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders Shareholder understands that such Shareholders the Shareholder may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders the Shareholder pursuant to the transactions contemplated hereby for an indefinite period of time. (fvi) Except as provided in Article XIII, each of the Shareholders Such Shareholder is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (gvii) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legendlegends: “"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”" "The shares represented by this certificate are subject to certain restrictions on transfer and other dispositions pursuant to a lock-up letter dated as of August 20, 1999. A copy of such lock-up letter is maintained at the offices of the Corporation by the Secretary of the Corporation."

Parent Common Stock. Each of the Shareholders severally The Shareholder acknowledges, represents and warrants to the Parent and Acquisition Corp. as follows: (ai) Each of the Shareholders The Shareholder understands that the shares of Parent Common Stock to be issued to such the Shareholder hereunder in the Merger will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders Shareholder in this Agreement. Such The Shareholder understands that the Parent is relying, in part, upon such the Shareholder’s 's representation and warranties contained in this Section 4.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. (bii) Each of the Shareholders The Shareholder has such knowledge, skill and experience in business, financial and investment matters so that such the Shareholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such the Shareholder has deemed it appropriate to do so, such the Shareholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (ciii) Each of the Shareholders The Shareholder has made, either alone or together with such the Shareholder’s 's advisors, such independent investigation of the Parent, its management and related matters as such the Shareholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such the Shareholder and such his advisors have received all information and data that such the Shareholder and such his advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (div) Each of the Shareholders The Shareholder has reviewed such the Shareholder’s 's financial condition and commitments, alone and together with such the Shareholder’s 's advisors, and, based on such review, such the Shareholder is satisfied that (A) the Shareholder has adequate means of providing for the Shareholder’s 's financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the Shareholder’s 's entire investment in the Parent Common Stock, (B) the Shareholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Shareholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such The Shareholder shall furnish any additional information about the Shareholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (ev) Each of the Shareholders The Shareholder understands that the shares of the Parent Common Stock to be received by the Shareholders Shareholder in the transactions contemplated hereby will be “"restricted securities” " under applicable federal securities laws and that the Securities Act and the rules of the SEC Securities and Exchange Commission (the "SEC") promulgated thereunder provide in substance that the Shareholders Shareholder may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available. The Shareholder further understands that, including but not limited except as provided in Article XIII, the Parent has no obligation or intention to Rule 144 promulgated register the sale of any of the shares of the Parent Common stock to be received by the Shareholder in the transactions contemplated hereby, or take any other action so as to permit sales pursuant to, the Securities Act. Accordingly, except as provided in Article XIII, the Shareholder understands that the Shareholder may dispose of such shares only in transactions which are of a type exempt from registration under the Securities Act. Each , including (without limitation) a "private placement," in which event the transferee will acquire such shares as "restricted securities" and subject to the same limitations as in the hands of the Shareholders Shareholder. The Shareholder further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders Shareholder understands that such Shareholders the Shareholder may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders the Shareholder pursuant to the transactions contemplated hereby for an indefinite period of time. (fvi) Except as provided in Article XIII, each of the Shareholders Shareholder is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (gvii) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”"

Parent Common Stock. Each of the Shareholders Principal Shareholder severally acknowledges, represents and warrants to the Parent and Acquisition Corp. as follows: (ai) Each of the Shareholders The Shareholder understands that the shares of Parent Common Stock to be issued to such the Shareholder hereunder in the Merger will not have been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders Shareholder in this Agreement. Such The Shareholder understands that the Parent is relying, in part, relying upon such the Shareholder’s 's representation and warranties contained in this Section 4.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. The information contained in the Investor Questionnaire executed by such Shareholder and delivered to Parent in connection with this Agreement is accurate, complete and correct. (bii) Each of the Shareholders The Shareholder has such knowledge, skill and experience in business, financial and investment matters so that such the Shareholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such the Shareholder has deemed it appropriate to do so, such the Shareholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (ciii) Each of the Shareholders The Shareholder has made, either alone or together with such the Shareholder’s 's advisors, such independent investigation of the Parent, its management and related matters as such the Shareholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such the Shareholder and such advisors have received all information and data that such the Shareholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (div) Each of the Shareholders The Shareholder has reviewed such the Shareholder’s 's financial condition and commitments, alone and together with such the Shareholder’s 's advisors, and, based on such review, such the Shareholder is satisfied that (A) the Shareholder has adequate means of providing for the Shareholder’s 's financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the Shareholder’s 's entire investment in the Parent Common Stock, (B) the Shareholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Shareholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such The Shareholder shall furnish any additional information about the Shareholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (ev) Each of the Shareholders The Shareholder understands that the shares of the Parent Common Stock to be received by the Shareholders Principal Shareholder in the transactions contemplated hereby will be “"restricted securities” " under applicable federal securities laws and that the Securities Act and the rules of the SEC Securities and Exchange Commission promulgated thereunder provide in substance that the Shareholders Shareholder may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available. The Shareholder further understands that, including but not limited except as provided in Article XII, the Parent has no obligation or intention to Rule 144 promulgated register the sale of any of the shares of the Parent Common stock to be received by the Shareholder in the transactions contemplated hereby, or take any other action so as to permit sales pursuant to, the Securities Act. Accordingly, except as provided in Article XII, the Shareholder understands that the Shareholder may dispose of such shares only in transactions which are of a type exempt from registration under the Securities Act. Each , including (without limitation) a "private placement," in which event the transferee will acquire such shares as "restricted securities" and subject to the same limitations as in the hands of the Shareholders Shareholder. The Shareholder further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders Shareholder understands that such Shareholders the Shareholder may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders the Shareholder pursuant to the transactions contemplated hereby for an indefinite period of time. (fvi) Except as provided in Article XIII, each of the Shareholders The Shareholder is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (gvii) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”"

Parent Common Stock. Each of the Shareholders severally Stockholder acknowledges, represents and warrants to the Parent and Acquisition Corp. as follows: (ai) Each of the Shareholders Such Stockholder understands that the shares of Parent Common Stock to be issued to such Shareholder hereunder Stockholder in the Merger will not have been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders Stockholder in this Agreement. Such Shareholder Stockholder understands that the Parent is relying, in part, relying upon such Shareholder’s the Stockholder's representation and warranties contained in this Section 4.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. (bii) Each of the Shareholders Such Stockholder has such knowledge, skill and experience in business, financial and investment matters so that such Shareholder the Stockholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such Shareholder the Stockholder has deemed it appropriate to do so, such Shareholder the Stockholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (ciii) Each of the Shareholders Such Stockholder has made, either alone or together with such Shareholder’s the Stockholder's advisors, such independent investigation of the Parent, its management and related matters as such Shareholder the Stockholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such Shareholder the Stockholder and such advisors have received all information and data that such Shareholder the Stockholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (div) Each of the Shareholders Such Stockholder has reviewed such Shareholder’s the Stockholder's financial condition and commitments, alone and together with such Shareholder’s the Stockholder's advisors, and, based on such review, such Shareholder the Stockholder is satisfied that (A) the Shareholder Stockholder has adequate means of providing for the Shareholder’s Stockholder's financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the Shareholder’s Stockholder's entire investment in the Parent Common Stock, (B) the Shareholder Stockholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Shareholder Stockholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such Shareholder Stockholder shall furnish any additional information about the Shareholder Stockholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (ev) Each of the Shareholders Such Stockholder understands that the shares of the Parent Common Stock to be received by the Shareholders Stockholder in the transactions contemplated hereby will be “"restricted securities” " under applicable federal securities laws and that the Securities Act and the rules of the SEC Securities and Exchange Commission (the "SEC") promulgated thereunder provide in substance that the Shareholders Stockholder may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available. Such Stockholder further understands that, including but not limited except as provided in Article XII, the Parent has no obligation or intention to Rule 144 promulgated register the sale of any of the shares of the Parent Common stock to be received by the Stockholder in the transactions contemplated hereby, or take any other action so as to permit sales pursuant to, the Securities Act. Accordingly, except as provided in Article XIII, the Stockholder understands that the Stockholder may dispose of such shares only in transactions which are of a type exempt from registration under the Securities Act. Each , including (without limitation) a "private placement," in which event the transferee will acquire such shares as "restricted securities" and subject to the same limitations as in the hands of the Shareholders Stockholder. Such Stockholder further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders Stockholder understands that such Shareholders the Stockholder may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders the Stockholder pursuant to the transactions contemplated hereby for an indefinite period of time. (fvi) Except as provided in Article XIII, each of the Shareholders such Stockholder is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (gvii) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”"

Parent Common Stock. Each of the Shareholders Principal Shareholder, severally and not jointly, acknowledges, represents and warrants to the Parent and Acquisition Corp. as follows: (ai) Each of the Shareholders Such Principal Shareholder understands that the shares of Parent Common Stock to be issued to such Shareholder hereunder in the Merger will not have been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders Principal Shareholder in this Agreement. Such Principal Shareholder understands that the Parent is relying, in part, upon such the Principal Shareholder’s 's representation and warranties contained in this Section 4.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. (bii) Each of the Shareholders Such Principal Shareholder has such knowledge, skill and experience in business, financial and investment matters so that such the Principal Shareholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such the Principal Shareholder has deemed it appropriate to do so, such the Principal Shareholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (ciii) Each of the Shareholders Such Principal Shareholder has made, either alone or together with such the Principal Shareholder’s 's advisors, such independent investigation of the Parent, its management and related matters as such the Principal Shareholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such the Principal Shareholder and such advisors have received all information and data that such the Principal Shareholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (div) Each of the Shareholders Such Principal Shareholder has reviewed such the Principal Shareholder’s 's financial condition and commitments, alone and together with such the Principal Shareholder’s 's advisors, and, based on such review, such the Principal Shareholder is satisfied that (A) the Principal Shareholder has adequate means of providing for the Principal Shareholder’s 's financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the Principal Shareholder’s 's entire investment in the Parent Common Stock, (B) the Principal Shareholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Principal Shareholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such Shareholder shall furnish any additional information about the Principal Shareholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (ev) Each of the Shareholders Such Principal Shareholder understands that the shares of the Parent Common Stock to be received by the Shareholders Principal Shareholder in the transactions contemplated hereby will be “"restricted securities” " under applicable federal securities laws and that the Securities Act and the rules of the SEC Securities and Exchange Commission (the "SEC") promulgated thereunder provide in substance that the Shareholders Principal Shareholder may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available. Such Principal Shareholder further understands that, including but not limited except as provided in Article XII, the Parent has no obligation or intention to Rule 144 promulgated register the sale of any of the shares of the Parent Common stock to be received by the Principal Shareholder in the transactions contemplated hereby, or take any other action so as to permit sales pursuant to, the Securities Act. Accordingly, except as provided in Article XIII, the Principal Shareholder understands that the Principal Shareholder may dispose of such shares only in transactions which are of a type exempt from registration under the Securities Act. Each , including (without limitation) a "private placement," in which event the transferee will acquire such shares as "restricted securities" and subject to the same limitations as in the hands of the Shareholders Principal Shareholder. Such Principal Shareholder further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders Principal Shareholder understands that such Shareholders the Principal Shareholder may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders the Principal Shareholder pursuant to the transactions contemplated hereby for an indefinite period of time. (fvi) Except as provided in Article XIII, each of the Shareholders such Principal Shareholder is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (gvii) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”"

Parent Common Stock. Each of the Shareholders Principal Shareholder severally acknowledges, represents and warrants to the Parent and Acquisition Corp. as follows: (ai) Each of the Shareholders The Principal Shareholder understands that the shares of Parent Common Stock to be issued to such the Principal Shareholder hereunder in the Merger will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders Principal Shareholder in this Agreement. Such The Principal Shareholder understands that the Parent is relying, in part, relying upon such the Principal Shareholder’s representation 's representations and warranties contained in this Section 4.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. The information contained in the Investor Questionnaire executed by such Principal Shareholder and delivered to Parent in connection with this Agreement is accurate, complete and correct. (bii) Each of the Shareholders The Principal Shareholder has such knowledge, skill and experience in business, financial and investment matters so that such the Principal Shareholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such the Principal Shareholder has deemed it appropriate to do so, such the Principal Shareholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (ciii) Each of the Shareholders The Principal Shareholder has made, either alone or together with such the Principal Shareholder’s 's advisors, such independent investigation of the Parent, its management and related matters as such the Principal Shareholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such the Principal Shareholder and such advisors have received all information and data that such the Principal Shareholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (div) Each of the Shareholders The Principal Shareholder has reviewed such the Principal Shareholder’s 's financial condition and commitments, alone and together with such the Principal Shareholder’s 's advisors, and, based on such review, such the Principal Shareholder is satisfied that (A) the Principal Shareholder has adequate means of providing for the Principal Shareholder’s 's financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the Principal Shareholder’s 's entire investment in the Parent Common Stock, (B) the Principal Shareholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, indebtedness and (C) the Principal Shareholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such The Principal Shareholder shall furnish any additional information about the Principal Shareholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (ev) Each of the Shareholders The Principal Shareholder understands that the shares of the Parent Common Stock to be received by the Shareholders Principal Shareholder in the transactions contemplated hereby will be “"restricted securities” " under applicable federal securities laws and that the Securities Act and the rules of the SEC Securities and Exchange Commission promulgated thereunder provide in substance that the Shareholders Principal Shareholder may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available. The Principal Shareholder further understands that, including but not limited except as provided in Article XII, the Parent has no obligation or intention to Rule 144 promulgated register the sale of any of the shares of the Parent Common Stock to be received by the Principal Shareholder in the transactions contemplated hereby, or take any other action so as to permit sales pursuant to, the Securities Act. Accordingly, except as provided in Article XII, the Principal Shareholder understands that the Principal Shareholder may dispose of such shares only in transactions which are of a type exempt from registration under the Securities Act. Each , including (without limitation) a "private placement," in which event the transferee will acquire such shares as "restricted securities" and subject to the same limitations as in the hands of the Shareholders Principal Shareholder. The Principal Shareholder further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders Principal Shareholder understands that such Shareholders the Principal Shareholder may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders the Principal Shareholder pursuant to the transactions contemplated hereby for an indefinite period of time. (fvi) Except as provided in Article XIII, each of the Shareholders The Principal Shareholder is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (gvii) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”"

Parent Common Stock. Each of the Shareholders severally The Sole Stockholder represents and warrants to the Parent and Acquisition Corp. Buyer as follows: (ai) Each of the Shareholders The Sole Stockholder understands that the shares of Parent Common Stock to be issued to such Shareholder hereunder Sole Stockholder as part of the Purchase Price will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders Sole Stockholder in this Agreement. Such Shareholder Sole Stockholder understands that the Parent is relying, in part, upon such Shareholderthe Sole Stockholder’s representation and warranties contained in this Section 4.2 3.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. (bii) Each of the Shareholders The Sole Stockholder has such knowledge, skill and experience in business, financial and investment matters so that such Shareholder the Sole Stockholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such Shareholder the Sole Stockholder has deemed it appropriate to do so, such Shareholder the Sole Stockholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (ciii) Each of the Shareholders The Sole Stockholder has made, either alone or together with such Shareholderthe Sole Stockholder’s advisors, such independent investigation of the Parent, its management and related matters as such Shareholder the Sole Stockholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such Shareholder the Sole Stockholder and such advisors have received all information and data that such Shareholder the Sole Stockholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (div) Each of the Shareholders The Sole Stockholder has reviewed such Shareholderthe Sole Stockholder’s financial condition and commitments, alone and together with such Shareholderthe Sole Stockholder’s advisors, and, based on such review, such Shareholder the Sole Stockholder is satisfied that (A) the Shareholder Sole Stockholder has adequate means of providing for the ShareholderSole Stockholder’s financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the ShareholderSole Stockholder’s entire investment in the Parent Common Stock, (B) the Shareholder Sole Stockholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Shareholder Sole Stockholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such Shareholder Sole Stockholder shall furnish any additional information about the Shareholder Sole Stockholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (ev) Each of the Shareholders The Sole Stockholder understands that the shares of the Parent Common Stock to be received by the Shareholders Sole Stockholder in the transactions contemplated hereby will be “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the SEC Securities and Exchange Commission (the “SEC”) promulgated thereunder provide in substance that the Shareholders Sole Stockholder may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available, including but not limited to Rule 144 promulgated under the Securities Act. Each of the Shareholders The Sole Stockholder further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders Sole Stockholder understands that such Shareholders the Sole Stockholder may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders the Sole Stockholder pursuant to the transactions contemplated hereby for an indefinite period of time. (fvi) Except as provided in Article XIIIXII, each of the Shareholders Sole Stockholder is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (gvii) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”

Parent Common Stock. Each of the Shareholders Principal Shareholder severally acknowledges, represents and warrants to the Parent and Acquisition Corp. as follows: (ai) Each of the Shareholders The Shareholder understands that the shares of Parent Common Stock to be issued to such the Shareholder hereunder in the Merger will not have been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders Shareholder in this Agreement. Such The Shareholder understands that the Parent is relying, in part, relying upon such the Shareholder’s 's representation and warranties contained in this Section 4.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. The information contained in the Investor Questionnaire executed by such Shareholder and delivered to Parent in connection with this Agreement is accurate, complete and correct. (bii) Each of the Shareholders The Shareholder has such knowledge, skill and experience in business, financial and investment matters so that such the Shareholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such the Shareholder has deemed it appropriate to do so, such the Shareholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (ciii) Each of the Shareholders The Shareholder has made, either alone or together with such the Shareholder’s 's advisors, such independent investigation of the Parent, its management and related matters as such the Shareholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such the Shareholder and such advisors have received all information and data that such the Shareholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (div) Each of the Shareholders The Shareholder has reviewed such the Shareholder’s 's financial condition and commitments, alone and together with such the Shareholder’s 's advisors, and, based on such review, such the Shareholder is satisfied that (A) the Shareholder has adequate means of providing for the Shareholder’s 's financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the Shareholder’s 's entire investment in the Parent Common Stock, (B) the Shareholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Shareholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such The Shareholder shall furnish any additional information about the Shareholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (ev) Each of the Shareholders The Shareholder understands that the shares of the Parent Common Stock to be received by the Shareholders Principal Shareholder in the transactions contemplated hereby will be “"restricted securities” " under applicable federal securities laws and that the Securities Act and the rules of the SEC Securities and Exchange Commission (the "SEC") promulgated thereunder provide in substance that the Shareholders Shareholder may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available. The Shareholder further understands that, including but not limited except as provided in Article XII, the Parent has no obligation or intention to Rule 144 promulgated register the sale of any of the shares of the Parent Common stock to be received by the Shareholder in the transactions contemplated hereby, or take any other action so as to permit sales pursuant to, the Securities Act. Accordingly, except as provided in Article XII, the Shareholder understands that the Shareholder may dispose of such shares only in transactions which are of a type exempt from registration under the Securities Act. Each , including (without limitation) a "private placement," in which event the transferee will acquire such shares as "restricted securities" and subject to the same limitations as in the hands of the Shareholders Shareholder. The Shareholder further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders Shareholder understands that such Shareholders the Shareholder may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders the Shareholder pursuant to the transactions contemplated hereby for an indefinite period of time. (fvi) Except as provided in Article XIII, each of the Shareholders The Shareholder is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (gvii) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”"

Parent Common Stock. Each of the Shareholders severally The Principal Shareholder acknowledges, represents and warrants to the Parent and Acquisition Corp. as follows: (ai) Each of the Shareholders The Principal Shareholder understands that the shares of Parent Common Stock to be issued to such the Principal Shareholder hereunder in the Merger will not have been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by the Shareholders Principal Shareholder in this Agreement. Such The Principal Shareholder understands that the Parent is relying, in part, relying upon such the Principal Shareholder’s 's representation and warranties contained in this Section 4.2 for the purpose of determining whether this transaction meets the requirements for such exemptions. (bii) Each of the Shareholders The Principal Shareholder has such knowledge, skill and experience in business, financial and investment matters so that such the Principal Shareholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that such the Principal Shareholder has deemed it appropriate to do so, such the Principal Shareholder has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in Parent Common Stock pursuant to the transactions contemplated by this Agreement. (ciii) Each of the Shareholders The Principal Shareholder has made, either alone or together with such the Principal Shareholder’s 's advisors, such independent investigation of the Parent, its management and related matters as such the Principal Shareholder deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Parent Common Stock through the transactions contemplated by this Agreement; and such the Principal Shareholder and such advisors have received all information and data that such the Principal Shareholder and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Parent Common Stock pursuant to the transactions contemplated by this Agreement. (div) Each of the Shareholders The Principal Shareholder has reviewed such the Principal Shareholder’s 's financial condition and commitments, alone and together with such the Principal Shareholder’s 's advisors, and, based on such review, such the Principal Shareholder is satisfied that (A) the Principal Shareholder has adequate means of providing for the Principal Shareholder’s 's financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that he could bear the risk of loss of the Principal Shareholder’s 's entire investment in the Parent Common Stock, (B) the Principal Shareholder has no present or contemplated future need to dispose of all or any portion of the Parent Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, and (C) the Principal Shareholder is capable of bearing the economic risk of an investment in the Parent Common Stock for the indefinite future. Such The Principal Shareholder shall furnish any additional information about the Principal Shareholder reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws. (ev) Each of the Shareholders The Principal Shareholder understands that the shares of the Parent Common Stock to be received by the Shareholders Principal Shareholder in the transactions contemplated hereby will be “"restricted securities” " under applicable federal securities laws and that the Securities Act and the rules of the SEC Securities and Exchange Commission (the "SEC") promulgated thereunder provide in substance that the Shareholders Principal Shareholder may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available. The Principal Shareholder further understands that, including but not limited except as provided in Article XII, the Parent has no obligation or intention to Rule 144 promulgated register the sale of any of the shares of the Parent Common stock to be received by the Principal Shareholder in the transactions contemplated hereby, or take any other action so as to permit sales pursuant to, the Securities Act. Accordingly, except as provided in Article XII, the Principal Shareholder understands that the Principal Shareholder may dispose of such shares only in transactions which are of a type exempt from registration under the Securities Act. Each , including (without limitation) a "private placement," in which event the transferee will acquire such shares as "restricted securities" and subject to the same limitations as in the hands of the Shareholders Principal Shareholder. The Principal Shareholder further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each of the Shareholders Principal Shareholder understands that such Shareholders the Principal Shareholder may have to bear the economic risk of an investment in the Parent Common Stock to be received by such Shareholders the Principal Shareholder pursuant to the transactions contemplated hereby for an indefinite period of time. (fvi) Except as provided in Article XIII, each of the Shareholders The Principal Shareholder is acquiring shares of the Parent Common Stock pursuant to the transactions contemplated hereby for investment only and not with a view to or intention of or in connection with any resale or distribution of such shares or any interest therein. (gvii) The certificate(s) evidencing the shares of the Parent Common Stock to be issued pursuant to the transactions contemplated hereby shall bear the following legend: “"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws.”"