Common use of Acquisition of Shares for Investment Clause in Contracts

Acquisition of Shares for Investment. (i) Fund IV and each Additional Stockholder agree to the imprinting, so long as required by law, of legends on certificates representing all of the Shares acquired by such stockholder to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ("TRANSFERRED") EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE AMENDED AND RESTATED SECURITY HOLDERS' AGREEMENT DATED AS OF MAY __, 2006, AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH SECURITY HOLDERS' AGREEMENT. A COPY OF SUCH SECURITY HOLDERS' AGREEMENT IS ON FILE WITH THE SECRETARY OF PGT, INC., AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID SECURITY HOLDERS' AGREEMENT. (ii) Each Additional Stockholder understands that the acquisition of the Shares by it has not been registered under the Securities Act for the reason that the issuance of the Shares is exempt under the Securities Act and that the reliance of the Corporation on such exemption is predicated in part on such Additional Stockholder's representations set forth herein. Each Additional Stockholder represents that either (a) it is experienced in evaluating companies such as the Corporation, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to suffer the total loss of its investment or (b) such Additional Stockholder is an "Accredited Investor" within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect. Each Additional Stockholder further represents that it has had the opportunity to conduct due diligence on the Corporation, to ask questions of and receive answers from the Corporation concerning the terms and conditions of the offering and to obtain additional information to such Additional Stockholder's satisfaction.

Acquisition of Shares for Investment. (iThe Buyer is an “accredited investor,” as such term is defined in Section 2(15) Fund IV and each Additional Stockholder agree to the imprinting, so long as required by law, of legends on certificates representing all of the Securities Act and Rule 501 of Regulation D promulgated thereunder, the Buyer is purchasing the Preferred Shares acquired (and upon conversion, the Conversion Shares) for the Buyer’s own account, solely for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof or with any present intention of distributing or selling any of the Preferred Shares (and upon conversion, the Conversion Shares), except as allowed by such stockholder to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Securities Act, AS AMENDED (THE "ACT") AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ("TRANSFERRED") EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDERor any rules and regulations promulgated thereunder. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE AMENDED AND RESTATED SECURITY HOLDERS' AGREEMENT DATED AS OF MAY __, 2006, AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH SECURITY HOLDERS' AGREEMENT. A COPY OF SUCH SECURITY HOLDERS' AGREEMENT IS ON FILE WITH THE SECRETARY OF PGT, INC., AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID SECURITY HOLDERS' AGREEMENT. (ii) Each Additional Stockholder The Buyer understands and agrees that the acquisition of Preferred Shares (and upon conversion, the Shares by it has Conversion Shares) being acquired pursuant to this Agreement have not been registered under the Securities Act for or under any applicable state securities laws and may not be sold, pledged, assigned, hypothecated or otherwise transferred ("Transfer"), except pursuant to an effective registration statement under the reason that Securities Act or pursuant to an exemption from registration under the issuance Securities Act, the availability of which shall be established to the satisfaction of the Company at or prior to the time of Transfer. The Buyer acknowledges that it must bear the economic risk of its investment in the Preferred Shares is exempt (and upon conversion, the Conversion Shares) for an indefinite period of time since the Preferred Shares (and upon conversion, the Conversion Shares) have not been registered under the Securities Act and that therefore cannot be sold unless the reliance Preferred Shares (and upon conversion, the Conversion Shares) are subsequently registered or an exemption form registration is available. The Buyer has received and reviewed such information concerning the Company as it deems necessary to evaluate the risks and merits of its investment in the Corporation on such exemption is predicated in part on such Additional Stockholder's representations set forth hereinCompany. Each Additional Stockholder represents that either (a) it is experienced in evaluating companies such as the Corporation, The Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its an investment in the Preferred Shares (and has upon conversion, the ability to suffer the total loss of its investment or (b) such Additional Stockholder is an "Accredited Investor" within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effectConversion Shares). Each Additional Stockholder further represents that it has had the opportunity to conduct due diligence on the Corporation, to ask questions of and receive answers from the Corporation concerning the terms and conditions The sale of the offering Preferred Shares (and upon conversion, the Conversion Shares) to obtain additional information to such Additional Stockholder's satisfactionthe Buyer is being made without any public solicitation or advertisements.

Acquisition of Shares for Investment. In addition to the representations and warranties made by each Stockholder in the Asset Purchase Agreement, each Stockholder individually represents and warrants to the Company the following: (ia) Fund IV such Stockholder will be acquiring the Shares to be acquired by such Stockholder for investment purposes only, without any intention of distributing or selling such Shares in violation of federal, state or other securities laws. If such Stockholder should in the future decide to dispose of any of such Shares, such Stockholder understands and each Additional agrees that it may do so only in compliance with the terms of Article III hereof and the Securities Act and applicable state securities laws, as then in effect. Such Stockholder agree agrees to the imprinting, so long as required by law, of legends on certificates representing all of the Shares acquired by such stockholder to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND ), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ("TRANSFERRED") TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION THEREUNDERREQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTED BY THE TERMS OF THE AMENDED AND RESTATED SECURITY HOLDERS' AGREEMENT STOCKHOLDERS AGREEMENT, DATED AS OF MAY __JUNE 11, 20061999, AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH SECURITY HOLDERS' AGREEMENT. A COPY OF SUCH SECURITY HOLDERS' AGREEMENT IS ON FILE WITH THE SECRETARY OF PGTAMONG STONEGATE RESOURCES HOLDINGS, LLC, BSL HOLDINGS, INC., HOLMES LUMBER COMPANY AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFORLOCKWOOD HOLMES. THE HOLDER COMPANY WILL NOT REGXXXXX THE TRANSFER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL SUCH XXXXXXXXXX XX THE BOOKS OF THE PROVISIONS COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE AFORESAID SECURITY HOLDERS' STOCKHOLDERS AGREEMENT. (iib) Each Additional such Stockholder understands that the acquisition Shares will not be registered at the time of the Shares by it has not been registered their issuance under the Securities Act for the reason that the issuance of provided for in the Shares Asset Purchase Agreement and the Option Agreement is exempt under pursuant to Section 4(2) of the Securities Act and that the reliance of the Corporation Company on such exemption is predicated in part on such Additional Stockholder's representations set forth herein. Each Additional Such Stockholder represents that either (a) it is experienced in evaluating companies such as the CorporationCompany, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to suffer the total loss of its investment or investment. Such Stockholder further represents that it has had the opportunity to conduct due diligence on the Company, to ask questions of and receive answers from the Company concerning the terms and conditions of the offering and to obtain additional information to such Stockholder's satisfaction. (bc) such Additional Stockholder is an "Accredited Investor" within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect. Each Additional Stockholder further represents that it has had the opportunity to conduct due diligence on the Corporation, to ask questions of and receive answers from the Corporation concerning the terms and conditions of the offering and to obtain additional information to such Additional Stockholder's satisfaction.

Acquisition of Shares for Investment. (a) Each STOCK PURCHASER represents that he or she does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. (b) Each STOCK PURCHASER represents and warrants that he or she: (i) Fund IV can bear the economic risk of his respective investments, and each Additional Stockholder agree to (ii) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the imprinting, so long as required by law, of legends on certificates representing all merits and risks of the investment in the Company and its securities. (c) Each STOCK PURCHASER who is not a “U.S. Person” as defined in Rule 902(k) of Regulation S of the Securities Act (“Regulation S”) (each a “Non-U.S. Shareholder”) understands that the Shares acquired by are not registered under the Securities Act and that the issuance thereof to such stockholder STOCK PURCHASER is intended to be exempt from registration under the Securities Act pursuant to Regulation S. Each Non-U.S. Shareholder has no intention of becoming a U.S. Person. At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, each Non-U.S. Shareholder was outside of the United States. Each certificate representing the Shares shall be endorsed with the following effectlegends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: “THE SECURITIES REPRESENTED BY ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.” “TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.” (d) Each STOCK PURCHASER who is a “U.S. Person” as defined in Rule 902(k) of Regulation S (each a “U.S. Shareholder”) understands that the Shares are not registered under the Securities Act and that the issuance thereof to such STOCK PURCHASER is intended to be exempt from registration under the Securities Act pursuant to Regulation D promulgated thereunder (“Regulation D”). Each U.S. Shareholder represents and warrants that he is an “accredited investor” as such term is defined in Rule 501 of Regulation D. Each U.S. Shareholder agrees to provide documentation to Company prior to Closing as may be requested by Company to confirm compliance with Regulation D and/or Section 4(2), including, without limitation, a letter of investment intent or similar representation letter and a completed investor questionnaire. Each certificate representing the Shares issued to such STOCK PURCHASER shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: “THIS CERTIFICATE HAVE SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") AND MAY NOT BE TRANSFERRED”), SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.” “TRANSFER OF ("TRANSFERRED") EXCEPT PURSUANT TO AN EFFECTIVE THESE SECURITIES IS PROHIBITED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SECURITY SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THEREFROM SHALL BE AVAILABLE UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE AMENDED ACT AND RESTATED SECURITY HOLDERS' AGREEMENT DATED AS OF MAY __SUCH LAWS.” (e) Each STOCK PURCHASER acknowledges that neither the SEC, 2006nor the securities regulatory body of any state or other jurisdiction, AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH SECURITY HOLDERS' AGREEMENT. A COPY OF SUCH SECURITY HOLDERS' AGREEMENT IS ON FILE WITH THE SECRETARY OF PGThas received, INC., AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID SECURITY HOLDERS' AGREEMENTconsidered or passed upon the accuracy or adequacy of the information and representations made in this Agreement. (iif) Each Additional Stockholder understands STOCK PURCHASER acknowledges that he has carefully reviewed such information as he has deemed necessary to evaluate an investment in Company and its securities, and with respect to each U.S. Shareholder, that all information required to be disclosed to such STOCK PURCHASER under Regulation D has been furnished to such STOCK PURCHASER by Company. To the acquisition full satisfaction of the Shares by it each STOCK PURCHASER, he has not been registered under the Securities Act for the reason furnished all materials that he has requested relating to Company and the issuance of the Shares is exempt hereunder, and each STOCK PURCHASER has been afforded the opportunity to ask questions of Company’s representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the STOCK PURCHASERs. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of Company set forth in this Agreement, on which each of the STOCK PURCHASERs have relied in making an exchange of his AI Systems shares for the Shares. (g) Each STOCK PURCHASER understands that the Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the reliance absence of an effective registration statement covering the Corporation on such Shares or any available exemption is predicated in part on such Additional Stockholder's representations set forth herein. Each Additional Stockholder represents that either (a) it is experienced in evaluating companies such as the Corporation, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to suffer the total loss of its investment or (b) such Additional Stockholder is an "Accredited Investor" within the meaning of Rule 501 of Regulation D from registration under the Securities Act, as presently in effectthe Shares may have to be held indefinitely. Each Additional Stockholder STOCK PURCHASER further represents acknowledges that it has had the opportunity Shares may not be sold pursuant to conduct due diligence on Rule 144 promulgated under the Corporation, to ask questions Securities Act unless all of and receive answers from the Corporation concerning the terms and conditions of Rule 144 are satisfied (including, without limitation, Company’s compliance with the offering reporting requirements under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). (h) The STOCK PURCHASER agrees that, notwithstanding anything contained herein to the contrary, the warranties, representations, agreements and to obtain additional information to such Additional Stockholder's satisfactioncovenants of the STOCK PURCHASER under this Section 4.06 shall survive the Closing.

Acquisition of Shares for Investment. (a) Each STOCK PURCHASER represents that he or she does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. (b) Each STOCK PURCHASER represents and warrants that he or she: (i) Fund IV can bear the economic risk of his respective investments, and each Additional Stockholder agree to (ii) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the imprinting, so long as required by law, of legends on certificates representing all merits and risks of the investment in the Company and its securities. (c) Each STOCK PURCHASER who is not a “U.S. Person” as defined in Rule 902(k) of Regulation S of the Securities Act (“Regulation S”) (each a “Non-U.S. Shareholder”) understands that the Shares acquired by are not registered under the Securities Act and that the issuance thereof to such stockholder STOCK PURCHASER is intended to be exempt from registration under the Securities Act pursuant to Regulation S. Each Non-U.S. Shareholder has no intention of becoming a U.S. Person. At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, each Non-U.S. Shareholder was outside of the United States. Each certificate representing the Shares shall be endorsed with the following effectlegends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: “THE SECURITIES REPRESENTED BY ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.” “TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.” (d) Each STOCK PURCHASER who is a “U.S. Person” as defined in Rule 902(k) of Regulation S (each a “U.S. Shareholder”) understands that the Shares are not registered under the Securities Act and that the issuance thereof to such STOCK PURCHASER is intended to be exempt from registration under the Securities Act pursuant to Regulation D promulgated thereunder (“Regulation D”). Each U.S. Shareholder represents and warrants that he is an “accredited investor” as such term is defined in Rule 501 of Regulation D. Each U.S. Shareholder agrees to provide documentation to Company prior to Closing as may be requested by Company to confirm compliance with Regulation D and/or Section 4(2), including, without limitation, a letter of investment intent or similar representation letter and a completed investor questionnaire. Each certificate representing the Shares issued to such STOCK PURCHASER shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: “THIS CERTIFICATE HAVE SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT") AND MAY NOT BE TRANSFERRED”), SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.” “TRANSFER OF ("TRANSFERRED") EXCEPT PURSUANT TO AN EFFECTIVE THESE SECURITIES IS PROHIBITED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SECURITY SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THEREFROM SHALL BE AVAILABLE UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE AMENDED ACT AND RESTATED SECURITY HOLDERS' AGREEMENT DATED AS OF MAY __SUCH LAWS.” (e) Each STOCK PURCHASER acknowledges that neither the SEC, 2006nor the securities regulatory body of any state or other jurisdiction, AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH SECURITY HOLDERS' AGREEMENT. A COPY OF SUCH SECURITY HOLDERS' AGREEMENT IS ON FILE WITH THE SECRETARY OF PGThas received, INC., AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID SECURITY HOLDERS' AGREEMENTconsidered or passed upon the accuracy or adequacy of the information and representations made in this Agreement. (iif) Each Additional Stockholder understands STOCK PURCHASER acknowledges that he has carefully reviewed such information as he has deemed necessary to evaluate an investment in Company and its securities, and with respect to each U.S. Shareholder, that all information required to be disclosed to such STOCK PURCHASER under Regulation D has been furnished to such STOCK PURCHASER by Company. To the acquisition full satisfaction of the Shares by it each STOCK PURCHASER, he has not been registered under the Securities Act for the reason furnished all materials that he has requested relating to Company and the issuance of the Shares is exempt hereunder, and each STOCK PURCHASER has been afforded the opportunity to ask questions of Company’s representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the STOCK PURCHASERs. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of Company set forth in this Agreement, on which each of the STOCK PURCHASER have relied in making an exchange of his Magnegas Arc Applied Solutions Europe shares for the Shares. (g) Each STOCK PURCHASER understands that the Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the reliance absence of an effective registration statement covering the Corporation on such Shares or any available exemption is predicated in part on such Additional Stockholder's representations set forth herein. Each Additional Stockholder represents that either (a) it is experienced in evaluating companies such as the Corporation, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to suffer the total loss of its investment or (b) such Additional Stockholder is an "Accredited Investor" within the meaning of Rule 501 of Regulation D from registration under the Securities Act, as presently in effectthe Shares may have to be held indefinitely. Each Additional Stockholder STOCK PURCHASER further represents acknowledges that it has had the opportunity Shares may not be sold pursuant to conduct due diligence on Rule 144 promulgated under the Corporation, to ask questions Securities Act unless all of and receive answers from the Corporation concerning the terms and conditions of Rule 144 are satisfied (including, without limitation, Company’s compliance with the offering reporting requirements under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). (h) The STOCK PURCHASER agrees that, notwithstanding anything contained herein to the contrary, the warranties, representations, agreements and to obtain additional information to such Additional Stockholder's satisfactioncovenants of the STOCK PURCHASER under this Section 3.01 shall survive the Closing.

Acquisition of Shares for Investment. (a) Each STOCK PURCHASER represents that he or she does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. (b) Each STOCK PURCHASER represents and warrants that he or she: (i) Fund IV can bear the economic risk of his respective investments, and each Additional Stockholder agree to (ii) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the imprinting, so long as required by law, of legends on certificates representing all merits and risks of the investment in the Company and its securities. (c) Each STOCK PURCHASER who is not a "U.S. Person" as defined in Rule 902(k) of Regulation S of the Securities Act ("Regulation S") (each a "Non-U.S. Shareholder") understands that the Shares acquired by are not registered under the Securities Act and that the issuance thereof to such stockholder STOCK PURCHASER is intended to be exempt from registration under the Securities Act pursuant to Regulation S. Each Non-U.S. Shareholder has no intention of becoming a U.S. Person. At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, each Non-U.S. Shareholder was outside of the United States. Each certificate representing the Shares shall be endorsed with the following effectlegends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: "THE SECURITIES REPRESENTED BY ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT")) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT." "TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT." (d) Each STOCK PURCHASER who is a "U.S. Person" as defined in Rule 902(k) of Regulation S (each a "U.S. Shareholder") understands that the Shares are not registered under the Securities Act and that the issuance thereof to such STOCK PURCHASER is intended to be exempt from registration under the Securities Act pursuant to Regulation D promulgated thereunder ("Regulation D"). Each U.S. Shareholder represents and warrants that he is an "accredited investor" as such term is defined in Rule 501 of Regulation D. Each U.S. Shareholder agrees to provide documentation to Company prior to Closing as may be requested by Company to confirm compliance with Regulation D and/or Section 4(2), including, without limitation, a letter of investment intent or similar representation letter and a completed investor questionnaire. Each certificate representing the Shares issued to such STOCK PURCHASER shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: "THIS CERTIFICATE HAVE SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE TRANSFERRED), SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS." "TRANSFER OF ("TRANSFERRED") EXCEPT PURSUANT TO AN EFFECTIVE THESE SECURITIES IS PROHIBITED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SECURITY SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THEREFROM SHALL BE AVAILABLE UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE AMENDED ACT AND RESTATED SECURITY HOLDERS' AGREEMENT DATED AS OF MAY __SUCH LAWS." (e) Each STOCK PURCHASER acknowledges that neither the SEC, 2006nor the securities regulatory body of any state or other jurisdiction, AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH SECURITY HOLDERS' AGREEMENT. A COPY OF SUCH SECURITY HOLDERS' AGREEMENT IS ON FILE WITH THE SECRETARY OF PGThas received, INC., AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID SECURITY HOLDERS' AGREEMENTconsidered or passed upon the accuracy or adequacy of the information and representations made in this Agreement. (iif) Each Additional Stockholder understands STOCK PURCHASER acknowledges that he has carefully reviewed such information as he has deemed necessary to evaluate an investment in Company and its securities, and with respect to each U.S. Shareholder, that all information required to be disclosed to such STOCK PURCHASER under Regulation D has been furnished to such STOCK PURCHASER by Company. To the acquisition full satisfaction of the Shares by it each STOCK PURCHASER, he has not been registered under the Securities Act for the reason furnished all materials that he has requested relating to Company and the issuance of the Shares is exempt hereunder, and each STOCK PURCHASER has been afforded the opportunity to ask questions of Company's representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the STOCK PURCHASERs. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of Company set forth in this Agreement, on which each of the STOCK PURCHASERs have relied in making an exchange of his Al Systems shares for the Shares. (g) Each STOCK PURCHASER understands that the Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the reliance absence of an effective registration statement covering the Corporation on such Shares or any available exemption is predicated in part on such Additional Stockholder's representations set forth herein. Each Additional Stockholder represents that either (a) it is experienced in evaluating companies such as the Corporation, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to suffer the total loss of its investment or (b) such Additional Stockholder is an "Accredited Investor" within the meaning of Rule 501 of Regulation D from registration under the Securities Act, as presently in effectthe Shares may have to be held indefinitely. Each Additional Stockholder STOCK PURCHASER further represents acknowledges that it has had the opportunity Shares may not be sold pursuant to conduct due diligence on Rule 144 promulgated under the Corporation, to ask questions Securities Act unless all of and receive answers from the Corporation concerning the terms and conditions of Rule 144 are satisfied (including, without limitation, Company's compliance with the offering reporting requirements under the Securities Exchange Act of 1934, as amended ("Exchange Act")). (h) The STOCK PURCHASER agrees that, notwithstanding anything contained herein to the contrary, the warranties, representations, agreements and to obtain additional information to such Additional Stockholder's satisfactioncovenants of the STOCK PURCHASER under this Section 4.06 shall survive the Closing.

Acquisition of Shares for Investment. (i) Fund IV and each Additional Stockholder agree to the imprinting, so long as required by law, of legends on certificates representing all of the Shares acquired by such stockholder to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ("TRANSFERRED") EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE AMENDED AND RESTATED SECURITY HOLDERS' AGREEMENT DATED AS OF MAY __JUNE 27, 2006, AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH SECURITY HOLDERS' AGREEMENT. A COPY OF SUCH SECURITY HOLDERS' AGREEMENT IS ON FILE WITH THE SECRETARY OF PGT, INC., AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID SECURITY HOLDERS' AGREEMENT. (ii) Each Additional Stockholder understands that the acquisition of the Shares by it has not been registered under the Securities Act for the reason that the issuance of the Shares is exempt under the Securities Act and that the reliance of the Corporation on such exemption is predicated in part on such Additional Stockholder's representations set forth herein. Each Additional Stockholder represents that either (a) it is experienced in evaluating companies such as the Corporation, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to suffer the total loss of its investment or (b) such Additional Stockholder is an "Accredited Investor" within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect. Each Additional Stockholder further represents that it has had the opportunity to conduct due diligence on the Corporation, to ask questions of and receive answers from the Corporation concerning the terms and conditions of the offering and to obtain additional information to such Additional Stockholder's satisfaction.

Acquisition of Shares for Investment. (i) Fund IV The Purchaser is acquiring the Shares as an investment for the Purchaser’s own account and each Additional Stockholder agree not as a nominee or agent, and not with a view to the imprintingresale or distribution of any part thereof, so long as required by lawand the Purchaser has no present intention of selling, of legends on certificates representing all granting any participation in, or otherwise distributing the same. The Purchaser further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares acquired by such stockholder to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ("TRANSFERRED") EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE AMENDED AND RESTATED SECURITY HOLDERS' AGREEMENT DATED AS OF MAY __, 2006, AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH SECURITY HOLDERS' AGREEMENT. A COPY OF SUCH SECURITY HOLDERS' AGREEMENT IS ON FILE WITH THE SECRETARY OF PGT, INC., AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID SECURITY HOLDERS' AGREEMENTShares. (ii) Each Additional Stockholder understands that The Purchaser: (A) can bear the acquisition economic risk of the Shares by it has not been registered under the Securities Act for the reason that the issuance purchase of the Shares is exempt under the Securities Act Shares, and that the reliance of the Corporation on such exemption is predicated in part on such Additional Stockholder's representations set forth herein. Each Additional Stockholder represents that either (aB) it is experienced in evaluating companies such as the Corporation, has possesses such knowledge and experience in financial and business matters as to be that he is capable of evaluating the merits and risks of its investment the purchase of the Shares. (iii) The Purchaser is a “U.S. Person” as defined in Rule 902(k) of Regulation S and has understands that the ability to suffer Shares are not registered under the total loss of its investment or (b) such Additional Stockholder Securities Act. The Purchaser represents and warrants that he is an "Accredited Investor" within the meaning of “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. The certificate representing the Shares issued to the Purchaser shall be endorsed with the following legend, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: (iv) The Purchaser acknowledges that neither the SEC, nor the securities regulatory body of any state or other jurisdiction, has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement. (v) The Purchaser acknowledges that he or she has carefully reviewed such information as he or she has deemed necessary to evaluate the purchase of the Shares. To the full satisfaction of the Purchaser, he has been furnished all materials that he has requested relating to the Company and the purchase of the Shares hereunder, and the Purchaser has been afforded the opportunity to ask questions of the Company’s representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the Purchaser. (vi) The Purchaser understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Shares or any available exemption from registration under the Securities Act, as presently in effectthe Shares may have to be held indefinitely. Each Additional Stockholder The Purchaser further represents acknowledges that it has had the opportunity Shares may not be sold pursuant to conduct due diligence on Rule 144 promulgated under the Corporation, to ask questions Securities Act unless all of and receive answers from the Corporation concerning the terms and conditions of Rule 144 are satisfied (including, without limitation, the offering Company’s compliance with the reporting requirements under the Exchange Act). (vii) The Purchaser agrees that, notwithstanding anything contained herein to the contrary, the warranties, representations, agreements and to obtain additional information to such Additional Stockholder's satisfactioncovenants of the Purchaser under this Section 3 shall survive the Closing.