Common use of STOCK REPRESENTATIONS Clause in Contracts

STOCK REPRESENTATIONS. Subject to the rights of the Red River Shareholders under Section 9.15, the Red River Shareholders (i) intend to acquire the shares of the Beta Common Stock pursuant to Section 2.1 hereof solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, , assign or otherwise dispose of the same; (ii) are either accredited investors within the meaning of Rule 501(a) of Regulation D as promulgated under the Securities Act of 1933, as amended ("Securities Act") or sophisticated investors within the meaning of the judicial and regulatory rulings and interpretations of Section 4(2) of the Securities Act and Rule 506(b)(2)(ii) of Regulation D as promulgated under the Securities Act; (iii) will be required in connection with any reoffer or resale of the Beta Common Stock to (a) comply with Rule 144 and, in the case of those Red River Shareholders who are Affiliates of the Company, with Rule 145(d), as shall be applicable, (b) comply with any other exemption from registration under the Securities Act, or (c) offer and sell their shares of Beta Common Stock pursuant to an effective registration statement under the Securities Act; (iv) agree that they will not offer, sell., transfer, assign or otherwise dispose of ("disposition") any such shares of Beta Common Stock unless any such disposition shall comply with either Rule 145 or Rule 144, as the case may be, of the Securities Act or be registered or be exempt from registration under the Securities Act and shall comply with Rule 144, all applicable federal and state securities laws, and (v) agree and acknowledge that the stock certificates representing the shares of Beta Common Stock which will be acquired by the Red River Shareholders under this Agreement will contain a legend restricting the transferability of the shares of Beta Common Stock as provided herein and that stop order instructions may be imposed by the Purchaser's transfer agent restricting the transferability of such shares.

STOCK REPRESENTATIONS. Subject to the rights of the Red River Shareholders shareholders of Piper under Section 9.158.8 of this Agreement and as provided in the Shareholder Certificate attached to this Agreement as Exhibit D, the Red River Shareholders shareholders of Piper shall represent as of the Closing Date whether they (i) intend to acquire are not "underwriters" within the shares meaning of Section 2(11) of the Beta Common Stock pursuant to Section 2.1 hereof solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, , assign or otherwise dispose of the sameSecurities Act; (ii) are either accredited investors within the meaning of Rule 501(a) of Regulation D as promulgated under the Securities Act of 1933, as amended ("Securities Act") or sophisticated investors within the meaning of the judicial and regulatory rulings and interpretations of Section 4(2) of the Securities Act and Rule 506(b)(2)(ii) of Regulation D as promulgated under the Securities Act (or if any such shareholder is not sophisticated he or she is represented by a "purchaser representative" within the meaning set forth in Rule 501(h) of the Securities Act); (iii) will be required in connection agree and acknowledge with regards to any reoffer offer or resale sale of the Beta Delta Common Stock following the Closing Date to (a) comply with Rule 144 and, in the case of those Red River Shareholders the Principal Shareholder of Piper who are Affiliates is an affiliate of the CompanyPiper, with Rule 145(d), as shall be applicable, (b) comply with any other exemption from registration under the Securities Act, or (c) offer and sell their shares of Beta Delta Common Stock pursuant to an effective registration statement under the Securities ActAct as contemplated under Section 8.8 of this Agreement; (ivv) agree that they will not offer, sell., pledge, hypothecate, transfer, assign or otherwise dispose of ("disposition") any such shares of Beta Delta Common Stock unless any such offer, pledge, hypothecation, transfer, assignment or other disposition shall comply with either Rule 145 or Rule 144, as the case may be, of the Securities Act or be registered or be exempt from registration under the Securities Act and shall comply with Rule 144, all applicable federal and state securities laws, ; and (vvi) agree and acknowledge that the stock certificates representing the shares of Beta Delta Common Stock which will be acquired by the Red River Shareholders shareholders of Piper under this Agreement will contain a legend restricting the transferability of the shares of Beta Delta Common Stock as provided herein and that stop order instructions may be imposed by the Purchaser's transfer agent restricting the transferability of such shares. Prior to seeking the approval of its shareholders of this Agreement and the transaction contemplated hereby, Piper shall prepare and deliver to its shareholders a disclosure statement providing the information as required by Section 6.17 of this Agreement. Piper and the Principal Shareholder of Piper represent that such information concerning Piper shall be accurate, correct and complete in all material respect to enable the shareholders of Piper to make an informed investment decision as to the Merger and the transactions contemplated under this Agreement.

STOCK REPRESENTATIONS. Subject to the rights of the Red River Shareholders shareholders of iNet under Section 9.152.4 of this Agreement and as provided in the Shareholder Certificate attached to this Agreement as Exhibit xyz , the Red River Shareholders shareholders of iNet shall represent as of the Closing Date whether they (i) intend to acquire are not "underwriters" within the shares meaning of Section 2(11) of the Beta Common Stock pursuant to Section 2.1 hereof solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, , assign or otherwise dispose of the sameSecurities Act; (ii) are either accredited investors within the meaning of Rule 501(a) of Regulation D as promulgated under the Securities Act of 1933, as amended ("Securities Act") or sophisticated investors within the meaning of the judicial and regulatory rulings and interpretations of Section 4(2) of the Securities Act and Rule 506(b)(2)(ii) of Regulation D as promulgated under the Securities Act (or if any such shareholder is not sophisticated he or she is represented by a "purchaser representative" within the meaning set forth in Rule 501(h) of the Securities Act); (iii) will be required in connection agree and acknowledge with regards to any reoffer offer or resale sale of the Beta Peoplesway Common Stock following the Closing Date to (a) comply with Rule 144 and, in the case of those Red River Shareholders who are Affiliates of the Company, with Rule 145(d), as shall be applicable, (b) comply with any other exemption from registration under the Securities Act, or (c) offer and sell their shares of Beta Peoplesway Common Stock pursuant to an effective registration statement under the Securities Act; (ivv) agree that they will not offer, sell., pledge, hypothecate, transfer, assign or otherwise dispose of ("disposition") any such shares of Beta Peoplesway Common Stock unless any such offer, pledge, hypothecation, transfer, assignment or other disposition shall comply with either Rule 145 or Rule 144, as the case may be, of the Securities Act or be registered or be exempt from registration under the Securities Act and shall comply with Rule 144, all applicable federal and state securities laws, ; and (vvi) agree and acknowledge that the stock certificates representing the shares of Beta Peoplesway Common Stock which will be acquired by the Red River Shareholders shareholders of iNet under this Agreement will contain a legend restricting the transferability of the shares of Beta Peoplesway Common Stock as provided herein and that stop order instructions may be imposed by the Purchaser's transfer agent restricting the transferability of such shares. Prior to seeking the approval of its shareholders of this Agreement and the transaction contemplated hereby, iNet shall prepare and deliver to its shareholders a disclosure statement providing the information as required by Section 6.16 of this Agreement. iNet represents that such information concerning iNet shall be accurate, correct and complete in all material respect to enable the shareholders of iNet to make an informed investment decision as to the transactions contemplated under this Agreement.