Common use of Additional Investment Representations Clause in Contracts

Additional Investment Representations. The Rollover Stockholder represents and warrants that: (i) the Rollover Stockholder’s financial situation is such that the Rollover Stockholder can afford to bear the economic risk of holding the Holdings Rollover Shares for an indefinite period of time, has adequate means for providing for the Rollover Stockholder’s current needs and personal contingencies, and can afford to suffer a complete loss of the Rollover Stockholder’s investment in the Holdings Rollover Shares; (ii) the Rollover Stockholder’s knowledge and experience in financial and business matters are such that the Rollover Stockholder is capable of evaluating the merits and risks of the investment in the Holdings Rollover Shares; (iii) the Rollover Stockholder understands that the Holdings Rollover Shares are a speculative investment which involves a high degree of risk of loss of the Rollover Stockholder’s investment therein, there are substantial restrictions on the transferability of the Holdings Rollover Shares and, on the date of the Rollover Closing and for an indefinite period following such date, there will be no public market for the Holdings Rollover Shares and, accordingly, it may not be possible for the Rollover Stockholder to liquidate the Rollover Stockholder’s investment in case of emergency, if at all; (iv) the Rollover Stockholder has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Holdings and its representatives concerning Holdings and its subsidiaries, the Merger, Holdings’ organizational documents and the terms and conditions of the purchase of Holdings Rollover Shares and to obtain any additional information which the Rollover Stockholder deems necessary; (v) the Rollover Stockholder understands that after consummation of the Rollover Closing and the Effective Time, the consolidated total Indebtedness of Holdings and its subsidiaries (including the Company) will be significantly greater than the consolidated total Indebtedness of the Company and its subsidiaries prior to the Closing Date; and (vi) the Rollover Stockholder is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act (unless otherwise indicated on the signature page hereto).

Additional Investment Representations. The Rollover Stockholder represents and warrants that: (ia) the Rollover such Stockholder’s 's financial situation is such that the Rollover such Stockholder can afford to bear the economic risk of holding the Holdings Rollover Acquisition Corp. Shares for an indefinite period of time, has adequate means for providing for the Rollover such Stockholder’s 's current needs and personal contingencies, and can afford to suffer a complete loss of the Rollover such Stockholder’s 's investment in the Holdings Rollover Acquisition Corp. Shares; (iib) the Rollover such Stockholder’s 's knowledge and experience in financial and business matters are is such that the Rollover such Stockholder is capable of evaluating the merits and risks of the investment in the Holdings Rollover Acquisition Corp. Shares; (iiic) the Rollover such Stockholder understands that the Holdings Rollover Acquisition Corp. Shares are a speculative investment which involves involve a high degree of risk of loss of the Rollover such Stockholder’s 's investment therein, there are substantial restrictions on the transferability of the Holdings Rollover Acquisition Corp. Shares and, on following the date of the Rollover Closing and for an indefinite period following such dateDate, there will be no public market for the Holdings Rollover Acquisition Corp. Shares and, accordingly, it may not be possible for the Rollover such Stockholder to liquidate the Rollover Stockholder’s its investment in case of emergency, if at all; (ivd) such Stockholder understands and has taken cognizance of all the risk factors related to the purchase of the Acquisition Corp. Shares and, other than as set forth in this Agreement, no representations or warranties have been made to such Stockholder or its representatives concerning the Acquisition Corp. Shares or Acquisition Corp. or their prospects or other matters; (e) the Rollover Stockholder has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Holdings Acquisition Corp. and its representatives concerning Holdings Acquisition Corp. and its subsidiaries, the MergerAcquisition, Holdings’ the Stockholders Agreement, Acquisition Corp. organizational documents and the terms and conditions of the purchase of Holdings Rollover the Acquisition Corp. Shares and to obtain any additional information which the Rollover such Stockholder deems necessary; (vf) the Rollover all information which such Stockholder understands that after consummation has provided to Acquisition Corp. and Acquisition Corp.'s representatives concerning such Stockholder and such Stockholder's financial position is complete and correct as of the Rollover Closing and the Effective Time, the consolidated total Indebtedness date of Holdings and its subsidiaries (including the Company) will be significantly greater than the consolidated total Indebtedness of the Company and its subsidiaries prior to the Closing Datethis Agreement; and (vig) the Rollover such Stockholder is an “"accredited investor” " within the meaning of Rule 501(a) under the Securities Act (unless otherwise indicated on the signature page hereto)Act.

Additional Investment Representations. The Rollover Stockholder Subscriber represents and warrants to Parent that: (ia) the Rollover StockholderSubscriber’s financial situation is such that the Rollover Stockholder Subscriber can afford to bear the economic risk of holding the Holdings Rollover Shares Parent Common Stock for an indefinite period of time, has adequate means for providing for the Rollover StockholderSubscriber’s current needs and personal contingencies, and can afford to suffer a complete loss of the Rollover StockholderSubscriber’s investment in the Holdings Rollover SharesParent Common Stock; (iib) the Rollover StockholderSubscriber’s knowledge and experience in financial and business matters are such that the Rollover Stockholder Subscriber is capable of evaluating the merits and risks of the investment in the Holdings Rollover SharesParent Common Stock; (iiic) the Rollover Stockholder Subscriber understands that an investment in the Holdings Rollover Shares are Parent Common Stock is a speculative investment which involves a high degree of risk of loss of the Rollover StockholderSubscriber’s investment therein, there are substantial restrictions on the transferability of the Holdings Rollover Shares Parent Common Stock and, on the date as of the Rollover Subscription Closing and for an indefinite period following such datedate (subject to the terms of the Subscription Documents), there will be no public market for the Holdings Rollover Shares Parent Common Stock and, accordingly, it may not be possible for the Rollover Stockholder Subscriber to liquidate the Rollover StockholderSubscriber’s investment in case of emergency, if at all; (ivd) the Rollover Stockholder Subscriber has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Holdings Parent and its representatives concerning Holdings Parent and its subsidiariessubsidiaries (including the Company and its subsidiaries following the Subscription Closing), the Merger, Holdings’ organizational documents and the terms and conditions of the purchase of Holdings Rollover Shares Parent Common Stock. The Subscriber has independently, and to obtain without reliance upon Parent or any additional information which the Rollover Stockholder deems necessary; (v) the Rollover Stockholder understands that after consummation of its affiliates or any representative of the Rollover Closing foregoing, and based on such documents and information as the Effective TimeSubscriber has deemed appropriate, the consolidated total Indebtedness of Holdings performed its own due diligence and business investigations with respect to Parent and its subsidiaries (including the Company) will be significantly greater than the consolidated total Indebtedness of the Company and its subsidiaries prior following the Subscription Closing) and made its own investment decision with respect to the Closing Date; andinvestment represented by the issuable Parent Common Stock. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber’s own advisers as to the financial, tax, legal and related matters concerning an investment in the issued Parent Common Stock and on that basis understands the financial, tax, legal and related consequences of an investment in the issued Parent Common Stock, and believes that an investment in the issued Parent Common Stock is suitable and appropriate for the Subscriber; (vie) the Rollover Stockholder Subscriber is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act (unless otherwise indicated as specified on the Subscriber’s signature page hereto)page; and (f) to the knowledge of the Subscriber, all information the Subscriber has provided to Parent’s representatives concerning such Subscriber and the financial position of such Subscriber is complete and correct in all material respects as of the date hereof.

Additional Investment Representations. The Rollover Stockholder Investor represents and warrants that: (i) the Rollover StockholderInvestor’s financial situation is such that the Rollover Stockholder Investor can afford to bear the economic risk of holding the Holdings Rollover Shares Parent Common Stock for an indefinite period of time, has adequate means for providing for the Rollover StockholderInvestor’s current needs and personal contingencies, and can afford to suffer a complete loss of the Rollover StockholderInvestor’s investment in the Holdings Rollover SharesParent Common Stock; (ii) the Rollover StockholderInvestor’s knowledge and experience in financial and business matters are such that the Rollover Stockholder Investor is capable of evaluating the merits and risks of the investment in the Holdings Rollover SharesParent Common Stock; (iii) the Rollover Stockholder Investor understands that the Holdings Rollover Shares are Parent Common Stock is a speculative investment which involves a high degree of risk of loss of the Rollover StockholderInvestor’s investment therein, there are substantial restrictions on the transferability of the Holdings Rollover Shares Parent Common Stock and, on the date of the Rollover Contribution Closing and for an indefinite period following such date, there will be no public market for the Holdings Rollover Shares Parent Common Stock and, accordingly, it may not be possible for the Rollover Stockholder Investor to liquidate the Rollover StockholderInvestor’s investment in case of emergency, if at all; (iv) the Rollover Stockholder Investor has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Holdings Parent and its representatives concerning Holdings Parent and its subsidiaries, the Merger, Holdings’ Parent’s organizational documents and the terms and conditions of the purchase of Holdings Rollover Shares the Parent Common Stock and to obtain any additional information which the Rollover Stockholder Investor deems necessary;; and (v) the Rollover Stockholder understands that after consummation of the Rollover Closing and the Effective Time, the consolidated total Indebtedness of Holdings and its subsidiaries (including the Company) will be significantly greater than the consolidated total Indebtedness of the Company and its subsidiaries prior to the Closing Date; and (vi) the Rollover Stockholder Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act (unless otherwise indicated on the signature page hereto)Act.