Common use of Securities Act Representations Clause in Contracts

Securities Act Representations. Seller (i) is an “accredited investor” as that term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended, (ii) has such knowledge and experience of financial, business and investment matters as to be capable of evaluating the merits and risks of acquiring Parent’s common stock, (iii) has the ability to bear the economic risks of acquiring Parent’s common stock, (iv) was not organized or reorganized for the specific purpose of acquiring Parent’s common stock and (v) has been afforded the opportunity to ask questions of, and to receive answers from, Buyer and to obtain additional information, all as necessary for Seller to make an informed investment decision with respect to the acquisition of Parent’s common stock. Seller is acquiring Parent’s common stock for investment for its own account or the account of Sxxxx, Seller’s sole stockholder, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Seller understands that the shares of Parent’s common stock to be acquired have not been, and except as provided herein will not be, registered under the Securities Act of 1933, as amended. Seller acknowledges that the availability of an exemption from the registration provisions of the Securities Act depends upon, among other things, the bona fide nature of the investment intent. Seller understands and acknowledges that certificates representing Parent’s common stock will bear a legend with respect to the fact that such shares may only be sold pursuant to a registration statement under the federal securities laws or an exemption from registration thereunder. Seller acknowledges that Parent’s common stock must be held indefinitely unless subsequently registered under the Securities Act of 1933, as amended, or unless an exemption from such registration is available. Seller is aware of the provisions of Rule 144 promulgated under the Securities Act of 1933, as amended, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

Securities Act Representations. Seller (i) The Subscriber is an “accredited investor” as that term is defined in Rule 501(a) promulgated 501 under the Securities Act of 1933, as amended, amended (ii) has such knowledge and experience of financial, business and investment matters as to be capable of evaluating the merits and risks of acquiring Parent’s common stock, “Securities Act”). The Subscriber (iiia) has the financial ability to bear the substantial economic risks of acquiring Parent’s common stockan investment in the Company, (ivb) was not organized or reorganized has adequate means of providing for its current needs and other contingencies, (c) is able to bear the substantial economic risks of an investment in the Company for an indefinite period of time, (d) has no need for liquidity in its investment in the Company and (a) is able to afford a complete loss of its investment in the Company. The Subscriber is acquiring the Units to be purchased by it at the Closing for the specific purpose of acquiring ParentSubscriber’s common stock and (v) has been afforded the opportunity to ask questions ofown account, and to receive answers from, Buyer and to obtain additional information, all as necessary for Seller to make an informed investment decision with respect to the acquisition of Parent’s common stock. Seller is acquiring Parent’s common stock for investment for its own account or the account of Sxxxx, Seller’s sole stockholder, not as a nominee or agent, and in each case not with the a view to, to or for resale or for sale in connection with, with any distribution thereofof all or any part of such Shares or otherwise. Seller The Subscriber understands that it must bear the shares of Parent’s common stock to be acquired have not been, and except as provided herein will not be, registered under the Securities Act of 1933, as amended. Seller acknowledges that the availability economic risk of an exemption from investment in the registration provisions Shares for an indefinite period of the Securities Act depends upontime because, among other things, the bona fide nature offing and sale of the investment intent. Seller understands and acknowledges that certificates representing Parent’s common stock will bear a legend with respect to Shares has not been registered under the fact that such shares may only Securities Act or state securities or “blue sky” laws and, therefore, the Shares cannot be sold pursuant to a registration statement under the federal securities laws or an exemption from registration thereunder. Seller acknowledges that Parent’s common stock must be held indefinitely unless it is subsequently registered under the Securities Act of 1933, as amended, and any applicable state securities and “blue sky” laws or unless an exemption from such registration wherefrom is available. Seller is aware The Subscriber also understands that sales or transfers of the provisions Shares are further restricted by state securities or “blue sky” laws. The Subscriber hereby agrees not to transfer or dispose of Rule 144 promulgated under all or any part of the Shares except in full compliance with the requirements of the Securities Act and applicable state securities or “blue sky” laws. The Subscriber agrees that any certificate evidencing the Shares or any portion thereof may contain such legends evidencing the various legal and contractual restrictions upon the transferability thereof as the Company, acting upon the advice of 1933its counsel, as amended, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsmay determine.

Securities Act Representations. Seller FLIR (i) is an “accredited investor” as that term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended, (ii) has such knowledge and experience of financial, business and investment matters as to be capable of evaluating the merits and risks of acquiring Parent’s common stock, (iii) has the ability to bear the economic risks of acquiring Parent’s common stock, (iv) was not organized or reorganized for the specific purpose of acquiring Parent’s common stock and (v) has been afforded the opportunity to ask questions of, and to receive answers from, Buyer and to obtain additional information, all as necessary for Seller to make an informed investment decision with respect to the acquisition of Parent’s common stock. Seller is acquiring Parent’s common stock for investment for its own account or the account of Sxxxx, Seller’s sole stockholder, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Seller understands that the shares of Parent’s common stock to be acquired have Target Stock has not been, and except as provided herein will not prior to the Closing be, registered under the Securities Act of 1933Act, as amended. Seller acknowledges or under any state or foreign securities laws (and that the availability of an exemption from certificates representing the registration provisions Target Stock may be legended to reflect this), and is being offered and sold in reliance upon federal, state and foreign exemptions for transactions not involving any public offering, (ii) is acquiring the Target Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in violation of the Securities Act depends uponAct, among other things(iii) is a sophisticated investor with knowledge and experience in business and financial matters, (iv) has received certain information concerning the XXXXX Companies and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Target Stock, (v) is able to bear the economic risk and lack of liquidity inherent in holding the Target Stock, and (vi) is an Accredited Investor. The foregoing notwithstanding, nothing contained in this Section 5.19 shall limit FLIR's rights with respect to any breach by the Spectra Companies of any representation, warranty or covenant by the Spectra Companies contained in this Agreement, or shall prevent FLIR from enforcing such rights. 5.20 PROXY STATEMENT Other than the information supplied by the Spectra Companies in writing specifically for inclusion in the Proxy Statement, the bona fide nature Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders of FLIR, at the time of the investment intent. Seller understands FLIR Stockholders' Meeting and acknowledges that certificates representing Parent’s common stock will bear a legend at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the FLIR Stockholders' Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the FLIR Companies or any of their Affiliates, officers or directors should be discovered by FLIR which should be set forth in a supplement to the Proxy Statement, FLIR shall promptly inform the Spectra Companies. 5.21 NO UNTRUE STATEMENT OR OMISSION No representation or warranty made by FLIR contained in this Agreement and no statement of FLIR and/or any Authorized Representative of FLIR contained in this Agreement or the FLIR Disclosure Schedule, contains (or will contain when made) any untrue statement of a material fact that such shares may only be sold pursuant or omits (or will omit when made) to state a registration statement under material fact necessary to make the federal securities laws or an exemption from registration thereunder. Seller acknowledges that Parent’s common stock must be held indefinitely unless subsequently registered under the Securities Act of 1933statements contained therein, as amended, or unless an exemption from such registration is available. Seller is aware in light of the provisions of Rule 144 promulgated circumstances under the Securities Act of 1933which they were (or will be made), as amended, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.not misleading. ARTICLE 6 TAX MATTERS 6.1

Securities Act Representations. Seller (ia) CCR represents that it understands that the CWM Common Stock to be issued and delivered to it at Closing pursuant to this Agreement will not have been registered pursuant to the registration requirements of the Securities Act and that the resale of all shares of CWM Common Stock is an “accredited investor” as that term is defined in subject to Rule 501(a) promulgated 144 of the rules and regulations thereunder or registration under the Securities Act of 1933, as amended, (ii) has such knowledge and experience of financial, business and investment matters as to be capable of evaluating the merits and risks of acquiring Parent’s common stock, (iii) has the ability to bear the economic risks of acquiring Parent’s common stock, (iv) was not organized or reorganized for the specific purpose of acquiring Parent’s common stock and (v) has been afforded the opportunity to ask questions of, and to receive answers from, Buyer and to obtain additional information, all as necessary for Seller to make an informed investment decision with respect to the acquisition of Parent’s common stockAct. Seller CCR represents that it is acquiring Parent’s common stock for investment the CWM Common Stock for its own account or the account of Sxxxx, Seller’s sole stockholderaccount, not as a nominee or agent, and not with a view to the view to, or for resale distribution thereof in connection with, any distribution thereofviolation of applicable securities laws. Seller CCR further represents that it has been advised and understands that since the shares of Parent’s common stock to be acquired have CWM Common Stock has not been, and except as provided herein will not be, been registered under the Securities Act of 1933, as amended. Seller acknowledges that the availability of an exemption from the registration provisions of the Securities Act depends upon, among other thingsAct, the bona fide nature of the investment intent. Seller understands and acknowledges that certificates representing Parent’s common stock will bear a legend with respect to the fact that such shares may only be sold pursuant to a registration statement under the federal securities laws or an exemption from registration thereunder. Seller acknowledges that Parent’s common stock CWM Common Stock must be held indefinitely unless subsequently (A) the distribution of the CWM Common Stock has been registered under the Securities Act of 1933Act, as amended, or unless an exemption from such registration is available. Seller is aware (B) a sale of the provisions CWM Common Stock is made in conformity with the holding period, volume and other limitations of Rule 144 promulgated by the SEC under the Securities Act Act, or (C) in the opinion of 1933counsel reasonably acceptable to CWM REIT, as amendedsome other exemption from constituting the Share Consideration and that a legend setting forth the following restrictions on transfer will be set forth on the certificates for the CWM Common Stock issuable under Article 4, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsor any substitutions therefor: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE 'ACT'), AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES EVIDENCED BY THIS CERTIFICATE NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF (i) REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR (ii) A VALID EXEMPTION THEREFROM."

Securities Act Representations. Seller Stockholders (i) is an “accredited investor” as understand that term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended, (ii) has such knowledge and experience of financial, business and investment matters as FLIR Stock to be capable of evaluating the merits and risks of acquiring Parent’s common stock, (iii) issued to Stockholders at Closing has the ability to bear the economic risks of acquiring Parent’s common stock, (iv) was not organized or reorganized for the specific purpose of acquiring Parent’s common stock and (v) has been afforded the opportunity to ask questions of, and to receive answers from, Buyer and to obtain additional information, all as necessary for Seller to make an informed investment decision with respect to the acquisition of Parent’s common stock. Seller is acquiring Parent’s common stock for investment for its own account or the account of Sxxxx, Seller’s sole stockholder, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Seller understands that the shares of Parent’s common stock to be acquired have not been, and except as provided herein will not prior to the Closing be, registered under the Securities Act of 1933Act, as amended. Seller acknowledges or under any state or foreign securities laws (and that the availability of an exemption from certificates evidencing such FLIR Stock shall be legended to reflect this), and is being offered and sold in reliance upon federal, state and foreign exemptions for transactions not involving any public offering, (ii) are acquiring such FLIR Stock solely for their own account for investment purposes, and not with a view to the registration provisions distribution thereof in violation of the Securities Act depends uponAct, among other things(iii) are sophisticated investors with knowledge and experience in business and financial matters, (iv) have received certain information concerning FLIR and have had the bona fide nature opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding such FLIR Stock, (v) are able to bear the economic risk and lack of liquidity inherent in holding the FLIR Stock, and (vi) are each an Accredited Investor. FLIR has furnished to Stockholders copies of the investment intentFLIR SEC Reports. Seller understands and acknowledges that certificates representing Parent’s common stock will bear a legend The foregoing notwithstanding, nothing contained in this Section 4.22 shall limit Stockholders' rights with respect to any breach by FLIR of any representation, warranty or covenant by FLIR contained in this Agreement, or shall prevent Stockholders from enforcing such rights. 4.23 PROXY STATEMENT The information supplied by the fact that such Spectra Companies in writing specifically for inclusion in the proxy statement to be sent to the stockholders of FLIR in connection with the meeting of FLIR's stockholders (the "FLIR Stockholders' Meeting") to consider the issuance of shares may only be sold of FLIR Stock pursuant to a registration statement under the federal securities laws or an exemption from registration thereunder. Seller acknowledges that Parent’s common stock must be held indefinitely unless subsequently registered under Transaction (the Securities Act "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to stockholders of 1933FLIR, as amended, or unless an exemption from such registration is available. Seller is aware at the time of the provisions FLIR Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of Rule 144 promulgated the circumstances under the Securities Act of 1933which it was made, as amended, which permit limited resale of shares purchased in a private placement subject is false or misleading with respect to the satisfaction of certain conditions.any 17

Securities Act Representations. Seller (ia) is an “accredited investor” as Each Shareholder represents that term is defined in Rule 501(ahe or it understands that the Common Stock and Preferred Stock (collectively, the "Scoop Stock") promulgated under to be issued and delivered to him at Closing pursuant to this Agreement will not have been registered pursuant to the registration requirements of the Securities Act and that the resale of 1933, as amended, (ii) has such knowledge all shares of Scoop Stock is subject to Rule 145 of the rules and experience of financial, business and investment matters as to be capable of evaluating the merits and risks of acquiring Parent’s common stock, (iii) has the ability to bear the economic risks of acquiring Parent’s common stock, (iv) was not organized regulations thereunder. Each Shareholder represents that he or reorganized for the specific purpose of acquiring Parent’s common stock and (v) has been afforded the opportunity to ask questions of, and to receive answers from, Buyer and to obtain additional information, all as necessary for Seller to make an informed investment decision with respect to the acquisition of Parent’s common stock. Seller it is acquiring Parent’s common stock for investment the Scoop Stock for its own account or the account of Sxxxx, Seller’s sole stockholderaccount, not as a nominee or agent, and not with a view to the view to, or for resale distribution thereof in connection with, any distribution thereofviolation of applicable securities laws. Seller understands Each Shareholder has been advised that as of the shares of Parent’s common stock date hereof he may be deemed to be acquired have not been, and except as provided herein will not be, registered under the Securities Act an "affiliate" of 1933Scoop, as amended. Seller acknowledges that the availability term is defined for purposes of an exemption from the registration provisions paragraphs (c) and (d) of the Securities Act depends uponRule 144 and 145 and each Shareholder represents that he or it has been advised that, among other thingsas a result, the bona fide nature of the investment intent. Seller understands and acknowledges that certificates representing Parent’s common stock will bear a legend with respect to the fact that such shares may only be sold pursuant to a registration statement under the federal securities laws or an exemption from registration thereunder. Seller acknowledges that Parent’s common stock Scoop Stock must be held indefinitely unless subsequently a sale of the Scoop Stock is made in conformity with the volume and other limitations of Rule 145 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act. Each Shareholder further represents that he or it has been advised that since the Scoop Stock has not been registered under the Securities Act of 1933Act, as amended, or the Scoop Stock must be held indefinitely unless an exemption from such registration is available. Seller is aware (i) the distribution of the provisions Scoop Stock has been registered under the Securities Act, (ii) a sale of the Scoop Stock is made in conformity with the holding period, volume and other limitations of Rule 144 promulgated by the Commission under the Securities Act Act, or (iii) in the opinion of 1933counsel reasonably acceptable to Scoop, as amendedsome other exemption from registration is available with respect to any proposed sale, which permit limited resale transfer or other disposition of shares purchased in a private placement subject to the satisfaction of certain conditionsScoop Stock.