Common use of Acquisition of Shares for Investment Clause in Contracts

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) can bear the economic risk of his respective investments, and (ii) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the 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 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 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 legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: “THE SECURITIES 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 SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.” “TRANSFER OF 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 THEREFROM SHALL BE AVAILABLE UNDER THE ACT AND SUCH LAWS.” (e) Each STOCK 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. (f) Each 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 full satisfaction of each STOCK PURCHASER, he has been furnished all materials that he has requested relating to Company and the issuance of the Shares 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 absence of an effective registration statement covering the Shares or any available exemption from registration under the Securities Act, the Shares may have to be held indefinitely. Each STOCK PURCHASER further acknowledges that the Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied (including, without limitation, Company’s compliance with the 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 covenants 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) can bear Fund IV and each Additional Stockholder agree to the economic risk imprinting, so long as required by law, of his respective investments, and (ii) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks legends on certificates representing all 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 are not registered under the Securities Act and that the issuance thereof acquired by such stockholder to such 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 legends, in addition to any other legend required to be placed thereon by applicable federal or state securities lawseffect: “THE SECURITIES 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: “REPRESENTED BY THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES THE "ACT”)") AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.” “TRANSFER OTHERWISE DISPOSED OF THESE SECURITIES IS PROHIBITED UNLESS A ("TRANSFERRED") EXCEPT PURSUANT TO AN EFFECTIVE 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 THEREFROM SHALL 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 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 UNDER WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE ACT AND SUCH LAWS.” (e) Each STOCK PURCHASER acknowledges that neither the SECHOLDER OF THIS CERTIFICATE, nor the securities regulatory body of any state or other jurisdictionBY ACCEPTANCE OF THIS CERTIFICATE, has received, considered or passed upon the accuracy or adequacy of the information and representations made in this AgreementAGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID SECURITY HOLDERS' AGREEMENT. (fii) Each STOCK PURCHASER acknowledges Additional Stockholder understands that he the acquisition of the Shares by it 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, not been registered under the Securities Act for the reason 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 full satisfaction of each STOCK PURCHASER, he has been furnished all materials that he has requested relating to Company and the issuance of the Shares 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 is exempt under the Securities Act or an exemption therefrom, 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 absence 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 effective registration statement covering "Accredited Investor" within the Shares or any available exemption from registration meaning of Rule 501 of Regulation D under the Securities Act, the Shares may have to be held indefinitelyas presently in effect. Each STOCK PURCHASER Additional Stockholder further acknowledges represents that it has had the Shares may not be sold pursuant opportunity to Rule 144 promulgated under conduct due diligence on the Securities Act unless all Corporation, to ask questions of and receive answers from the Corporation concerning the terms and conditions of the conditions of Rule 144 are satisfied (including, without limitation, Company’s compliance with the reporting requirements under the Securities Exchange Act of 1934, as amended (“Exchange Act”))offering and to obtain additional information to such Additional Stockholder's satisfaction. (h) The STOCK PURCHASER agrees that, notwithstanding anything contained herein to the contrary, the warranties, representations, agreements and covenants 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) can bear the economic risk of his respective investments, and (ii) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the 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 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 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 legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: “THE SECURITIES 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 SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.” “TRANSFER OF 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 THEREFROM SHALL BE AVAILABLE UNDER THE ACT AND SUCH LAWS.” (e) Each STOCK 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. (f) Each 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 full satisfaction of each STOCK PURCHASER, he has been furnished all materials that he has requested relating to Company and the issuance of the Shares 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 PURCHASER have relied in making an exchange of his AI Systems 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 absence of an effective registration statement covering the Shares or any available exemption from registration under the Securities Act, the Shares may have to be held indefinitely. Each STOCK PURCHASER further acknowledges that the Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied (including, without limitation, Company’s compliance with the 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 covenants of the STOCK PURCHASER under this Section 4.06 3.01 shall survive the Closing.

Acquisition of Shares for Investment. (ai) Each STOCK PURCHASER The Purchaser is acquiring the Shares as an investment for the Purchaser’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser further 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. (bii) Each STOCK PURCHASER represents and warrants that he or sheThe Purchaser: (iA) can bear the economic risk of his respective investmentsthe purchase of the Shares, and (iiB) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in purchase of the Company and its securitiesShares. (ciii) 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 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 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 legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: “THE SECURITIES 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 The Purchaser is a “U.S. Person” as defined in Rule 902(k) of Regulation S (each a “U.S. Shareholder”) and 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”)Act. Each U.S. Shareholder The Purchaser 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 questionnairepromulgated under the Securities Act. Each The certificate representing the Shares issued to such STOCK PURCHASER the Purchaser shall be endorsed with the following legendslegend, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: “THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.” “TRANSFER OF 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 THEREFROM SHALL BE AVAILABLE UNDER THE ACT AND SUCH LAWS.”: (eiv) Each STOCK PURCHASER 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. (fv) Each STOCK PURCHASER The Purchaser acknowledges that he or she has carefully reviewed such information as he or she 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 Companythe purchase of the Shares. To the full satisfaction of each STOCK PURCHASERthe Purchaser, he has been furnished all materials that he has requested relating to the Company and the issuance purchase of the Shares hereunder, and each STOCK PURCHASER 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 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 SharesPurchaser. (gvi) Each STOCK PURCHASER The Purchaser understands that the Shares may not be sold, transferred, 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, the Shares may have to be held indefinitely. Each STOCK PURCHASER The Purchaser further acknowledges that the Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied (including, without limitation, the Company’s compliance with the reporting requirements under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). (hvii) The STOCK PURCHASER Purchaser agrees that, notwithstanding anything contained herein to the contrary, the warranties, representations, agreements and covenants of the STOCK PURCHASER Purchaser under this Section 4.06 3 shall survive the Closing.

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: (a) Each STOCK PURCHASER represents that he such Stockholder will be acquiring the Shares to be acquired by such Stockholder for investment purposes only, without any intention of distributing or she does not have any contractselling such Shares in violation of federal, undertaking, agreement state or arrangement with any person other securities laws. If such Stockholder should in the future decide to sell, transfer or grant participation to such person or to any third person, with respect to dispose of any of such Shares, such Stockholder understands and agrees that it may do so only in compliance with the Shares. (b) Each STOCK PURCHASER represents terms of Article III hereof and warrants that he or she: (i) can bear the economic risk of his respective investments, and (ii) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the 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 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 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 legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws, as then in effect. Such Stockholder agrees to the imprinting, so long as required by law, of legends on certificates representing all of the Shares to the following effect: “THE SECURITIES 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: “REPRESENTED BY THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES THE "ACT”"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR “BLUE SKY” LAWS.” “TRANSFER PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF 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 THEREFROM SHALL BE AVAILABLE UNDER THE 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 RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 11, 1999, AMONG STONEGATE RESOURCES HOLDINGS, LLC, BSL HOLDINGS, INC.” (e) Each STOCK 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 AgreementHOLMES LUMBER COMPANY AND LOCKWOOD HOLMES. THE COMPANY WILL NOT REGXXXXX THE TRANSFER OF SUCH XXXXXXXXXX XX THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. (fb) Each STOCK PURCHASER acknowledges such Stockholder understands that he the Shares will not be registered at the time of their issuance under the Securities Act for the reason that the issuance provided for in the Asset Purchase Agreement and the Option Agreement is exempt pursuant to Section 4(2) of the Securities Act and that the reliance of the Company on such exemption is predicated in part on such Stockholder's representations set forth herein. Such Stockholder represents that it is experienced in evaluating companies such as the Company, has carefully reviewed such information knowledge and experience in financial and business matters 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 capable of evaluating the merits and risks of its investment and has the ability to such STOCK PURCHASER under Regulation D suffer the total loss of its investment. Such Stockholder further represents that it has been furnished to such STOCK PURCHASER by Company. To the full satisfaction of each STOCK PURCHASER, he has been furnished all materials that he has requested relating to Company and the issuance of the Shares hereunder, and each STOCK PURCHASER has been afforded had the opportunity to conduct due diligence on the Company, to ask questions of Company’s representatives and receive answers from the Company concerning the terms and conditions of the offering and to obtain any additional 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 Sharessuch Stockholder's satisfaction. (gc) Each STOCK PURCHASER understands that such Stockholder is an "Accredited Investor" within the Shares may not be sold, transferred, or otherwise disposed meaning of without registration under the Securities Act or an exemption therefrom, and that in the absence Rule 501 of an effective registration statement covering the Shares or any available exemption from registration Regulation D under the Securities Act, the Shares may have to be held indefinitely. Each STOCK PURCHASER further acknowledges that the Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied (including, without limitation, Company’s compliance with the reporting requirements under the Securities Exchange Act of 1934, as amended (“Exchange Act”))presently in effect. (h) The STOCK PURCHASER agrees that, notwithstanding anything contained herein to the contrary, the warranties, representations, agreements and covenants 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) can bear Fund IV and each Additional Stockholder agree to the economic risk imprinting, so long as required by law, of his respective investments, and (ii) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks legends on certificates representing all 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 are not registered under the Securities Act and that the issuance thereof acquired by such stockholder to such 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 legends, in addition to any other legend required to be placed thereon by applicable federal or state securities lawseffect: “THE SECURITIES 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: “REPRESENTED BY THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES THE "ACT”)") AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.” “TRANSFER OTHERWISE DISPOSED OF THESE SECURITIES IS PROHIBITED UNLESS A ("TRANSFERRED") EXCEPT PURSUANT TO AN EFFECTIVE 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 THEREFROM SHALL 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 UNDER WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE ACT AND SUCH LAWS.” (e) Each STOCK PURCHASER acknowledges that neither the SECHOLDER OF THIS CERTIFICATE, nor the securities regulatory body of any state or other jurisdictionBY ACCEPTANCE OF THIS CERTIFICATE, has received, considered or passed upon the accuracy or adequacy of the information and representations made in this AgreementAGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID SECURITY HOLDERS' AGREEMENT. (fii) Each STOCK PURCHASER acknowledges Additional Stockholder understands that he the acquisition of the Shares by it 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, not been registered under the Securities Act for the reason 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 full satisfaction of each STOCK PURCHASER, he has been furnished all materials that he has requested relating to Company and the issuance of the Shares 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 is exempt under the Securities Act or an exemption therefrom, 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 absence 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 effective registration statement covering "Accredited Investor" within the Shares or any available exemption from registration meaning of Rule 501 of Regulation D under the Securities Act, the Shares may have to be held indefinitelyas presently in effect. Each STOCK PURCHASER Additional Stockholder further acknowledges represents that it has had the Shares may not be sold pursuant opportunity to Rule 144 promulgated under conduct due diligence on the Securities Act unless all Corporation, to ask questions of and receive answers from the Corporation concerning the terms and conditions of the conditions of Rule 144 are satisfied (including, without limitation, Company’s compliance with the reporting requirements under the Securities Exchange Act of 1934, as amended (“Exchange Act”))offering and to obtain additional information to such Additional Stockholder's satisfaction. (h) The STOCK PURCHASER agrees that, notwithstanding anything contained herein to the contrary, the warranties, representations, agreements and covenants 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) can bear the economic risk of his respective investments, and (ii) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the 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 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 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 legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: “THE SECURITIES 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 The Buyer is an “accredited investor,” as such term is defined in Section 2(15) of the Securities Act and 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 D promulgated thereunder, the Buyer is purchasing the Preferred Shares (and upon conversion, the Conversion Shares) for the Buyer’s own account, solely for investment purposes, and not with Regulation D and/or Section 4(2a 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), includingexcept as allowed by the Securities Act, without limitationor any rules and regulations promulgated thereunder. The Buyer understands and agrees that the Preferred Shares (and upon conversion, a letter of investment intent the Conversion Shares) being acquired pursuant to this Agreement have not been registered under the Securities Act 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 under any other legend required to be placed thereon by applicable federal or state securities laws: “THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.” “TRANSFER OF 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 THEREFROM SHALL BE AVAILABLE UNDER THE ACT AND SUCH LAWS.” (e) Each STOCK 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 laws and representations made in this Agreement. (f) Each 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 full satisfaction of each STOCK PURCHASER, he has been furnished all materials that he has requested relating to Company and the issuance of the Shares 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, transferredpledged, assigned, hypothecated or otherwise disposed of without transferred ("Transfer"), except pursuant to an effective registration statement under the Securities Act or pursuant to 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, the Shares may have availability of which shall be established to be held indefinitelythe satisfaction of the Company at or prior to the time of Transfer. Each STOCK PURCHASER further The Buyer acknowledges that it must bear the economic risk of its investment in the Preferred Shares may (and upon conversion, the Conversion Shares) for an indefinite period of time since the Preferred Shares (and upon conversion, the Conversion Shares) have not be sold pursuant to Rule 144 promulgated been registered under the Securities Act and therefore cannot be sold unless all the 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 Company. The Buyer has such knowledge and experience in financial matters as to be capable of evaluating the merits and risks of an investment in the Preferred Shares (and upon conversion, the Conversion Shares). The sale of the conditions of Rule 144 are satisfied Preferred Shares (includingand upon conversion, without limitation, Company’s compliance with the reporting requirements under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). (hConversion Shares) The STOCK PURCHASER agrees that, notwithstanding anything contained herein to the contrary, the warranties, representations, agreements and covenants of the STOCK PURCHASER under this Section 4.06 shall survive the ClosingBuyer is being made without any public solicitation or advertisements.

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) can bear the economic risk of his respective investments, and (ii) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the 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 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 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 legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: “"THE SECURITIES 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 SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“"SECURITIES ACT”"), OR APPLICABLE STATE SECURITIES OR “"BLUE SKY” " LAWS.” “" "TRANSFER OF 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 THEREFROM SHALL BE AVAILABLE UNDER THE ACT AND SUCH LAWS.”" (e) Each STOCK 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. (f) Each 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 full satisfaction of each STOCK PURCHASER, he has been furnished all materials that he has requested relating to Company and the issuance of the Shares hereunder, and each STOCK PURCHASER has been afforded the opportunity to ask questions of Company’s '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 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 absence of an effective registration statement covering the Shares or any available exemption from registration under the Securities Act, the Shares may have to be held indefinitely. Each STOCK PURCHASER further acknowledges that the Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied (including, without limitation, Company’s 's compliance with the 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 covenants of the STOCK PURCHASER under this Section 4.06 shall survive the Closing.