Common use of Additional Investment Representations Clause in Contracts

Additional Investment Representations. The Optionee advises the Company that: (a) Optionee's financial situation is such that Optionee can afford to bear the economic risk of holding the Shares for an indefinite period of time, and can afford to suffer a complete loss of Optionee's investment in the Shares; (b) Optionee's knowledge and experience in financial and business matters is such that Optionee is capable of evaluating the merits and risks of the investment in the Shares; (c) Optionee understands that there are substantial restrictions on the transferability of the Shares and there will be no public market for the Shares and, accordingly, it may not be possible for Optionee to liquidate its investment in case of emergency, if at all; (d) Optionee has been given the opportunity to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the Acquisition, the Stockholders Agreement, and to obtain any additional information which Optionee deems necessary; and (e) Optionee is either: (i) an "accredited investor", as such term is defined in Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended (the "Securities Act") or, (ii) if not an "accredited investor," then the Optionee has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares, and in the Optionee's judgment, has obtained sufficient information about the Company or its subsidiaries to evaluate the merits and risks of an investment in the Shares.

Additional Investment Representations. The Optionee advises the Company that: Executive represents and warrants that (a) Optioneethe Executive's financial situation is such that Optionee he can afford to bear the economic risk of holding the Shares for an indefinite period of time, has adequate means for providing for his current needs and personal contingencies, and can afford to suffer a complete loss of Optionee's his investment in the Shares; ; (b) Optioneethe Executive's knowledge and experience in financial and business matters is are such that Optionee he is capable of evaluating the merits and risks of the investment in the Shares; Shares as contemplated by this Agreement; (c) Optionee the Executive understands that the Shares are a speculative investment which involve a high degree of risk of loss of his investment therein, there are substantial restrictions on the transferability of the Shares Shares, and, on the date hereof and for an indefinite period, there will be no public market for the Shares and, accordingly, it may not be possible for Optionee the Executive to liquidate its his investment in case of emergency, if at all; ; (d) Optionee in making his decision to acquire the Shares hereby acquired, the Executive has relied upon independent investigations made by him and, to the extent believed by the Executive to be appropriate, his representatives, including his own professional, financial, tax and other advisors; (e) the Executive and his representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its their representatives concerning the Company terms and its subsidiaries, conditions of the Acquisition, acquisition of the Stockholders Agreement, Shares and to obtain any additional information which Optionee deems the Executive or his representatives deem necessary; and (ef) Optionee the Executive is either: (i) an "accredited investor", a management employee of the Company and as such term is defined in Rule 501 has a high level of Regulation D as promulgated under familiarity with the Securities Act business, operations, financial condition and prospect of 1933, as amended the Company; and (g) the "Securities Act") or, (ii) if not an "accredited investor," then the Optionee has such knowledge and experience in financial and business matters Executive understands that no dividends are expected to be capable of evaluating paid on the merits and risks of an investment Shares in the Shares, and in the Optionee's judgment, has obtained sufficient information about the Company or its subsidiaries to evaluate the merits and risks of an investment in the Sharesforeseeable future.

Additional Investment Representations. The Optionee advises the Company Executive represents and warrants that: (a) Optionee's Executive’s financial situation is such that Optionee Executive can afford to bear the economic risk of holding the Shares Units for an indefinite period of time, has adequate means for providing for such Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of Optionee's Executive’s investment in the SharesUnits; (b) Optionee's Executive’s knowledge and experience in financial and business matters is such that Optionee Executive is capable of evaluating the merits and risks of the investment in the SharesUnits; (c) Optionee Executive understands that the Units are a speculative investment which involves a high degree of risk of loss of Executive’s investment therein, there are substantial restrictions on the transferability of the Shares Units and, on the Closing Date and for an indefinite period following the Closing, there will be no public market for the Shares Units and, accordingly, it may not be possible for Optionee Executive to liquidate its his investment in case of emergency, if at all; (d) Optionee Executive understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to Executive or his representatives concerning the Units or Investors or their prospects or other matters; (e) Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company Investors and its representatives concerning the Company Investors and its subsidiariesSubsidiaries, the AcquisitionMerger, Investors’ organizational documents and the Stockholders Agreement, terms and conditions of the purchase of the Units and to obtain any additional information which Optionee the Executive deems necessary; and (ef) Optionee is either: (i) an "accredited investor"Executive has obtained, as such term is defined in Rule 501 to the extent Executive deems necessary and appropriate, specific professional advice from Executive’s own legal, financial or tax advisors with respect to the purchase of Regulation D as promulgated under the Securities Act of 1933, as amended (the "Securities Act") or, (ii) if not an "accredited investor," then the Optionee has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares, and in the Optionee's judgment, has obtained sufficient information about the Company or its subsidiaries to evaluate the merits and risks of an investment in the SharesUnits.

Additional Investment Representations. The Optionee advises the Company Executive represents and warrants that: (a) Optionee's Executive’s financial situation is such that Optionee Executive can afford to bear the economic risk of holding the Shares for an indefinite period of time, has adequate means for providing for Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of Optionee's Executive’s investment in the Shares; (b) Optionee's Executive’s knowledge and experience in financial and business matters is are such that Optionee Executive is capable of evaluating the merits and risks of the investment in the Shares; (c) Optionee Executive understands that the Shares are a speculative investment which involves a high degree of risk of loss of Executive’s investment therein, there are substantial restrictions on the transferability of the Shares and on the Closing Date and for an indefinite period following the Closing Date there will be no public market for the Shares and, accordingly, it may not be possible for Optionee Executive to liquidate its Executive’s investment in case of emergency, if at all; (d) Optionee Executive understands and has taken cognizance of all the risk factors related to the purchase of the Shares and, other than as set forth in this Agreement, no representations or warranties have been made to Executive or Executive’s representatives concerning the Shares or the Company or their prospects or other matters; (e) Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesCompany, the Acquisition, Company’s organizational documents and the Stockholders Agreement, terms and conditions of the purchase of the Shares and to obtain any additional information which Optionee Executive deems necessary; (f) all information which Executive has provided to the Company and the Company’s representatives concerning Executive and Executive’s financial position is complete and correct as of the date of this Agreement; and (eh) Optionee Executive is either: (i) or is not an "“accredited investor", as such term is defined in ” within the meaning of Rule 501 of Regulation D as promulgated 501(a) under the Securities Act of 1933Act, as amended (indicated on the "Securities Act") or, (ii) if not an "accredited investor," then the Optionee has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares, and in the Optionee's judgment, has obtained sufficient information about the Company or its subsidiaries to evaluate the merits and risks of an investment in the Sharessignature page hereto.

Additional Investment Representations. The Optionee advises the Company Executive represents and warrants that: (a) Optionee's Executive’s financial situation is such that Optionee Executive can afford to bear the economic risk of holding the Shares Interests for an indefinite period of time, has adequate means for providing for Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of Optionee's Executive’s investment in the SharesInterests; (b) Optionee's Executive’s knowledge and experience in financial and business matters is are such that Optionee Executive is capable of evaluating the merits and risks of the investment in the SharesInterests; (c) Optionee Executive understands that the Interests are a speculative investment which involves a high degree of risk of loss of Executive’s investment therein, there are substantial restrictions on the transferability of the Shares Interests and, on the Closing Date and for an indefinite period following the Closing, there will be no public market for the Shares Interests and, accordingly, it may not be possible for Optionee Executive to liquidate its Executive’s investment in case of emergency, if at all; (d) Optionee Executive understands and has taken cognizance of all the risk factors related to the purchase of the Interests and, other than as set forth in this Agreement, no representations or warranties have been made to Executive or Executive’s representatives concerning the Interests or the Company or their prospects or other matters; (e) Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the AcquisitionLP Agreement, the Stockholders Agreement, Company’s organizational documents and the terms and conditions of the purchase of the Interests and to obtain any additional information which Optionee Executive deems necessary; (f) all information which Executive has provided to the Company and the Company’s representatives concerning Executive and Executive’s financial position is complete and correct as of the date of this Agreement; and (eg) Optionee Executive is either: (i) an "“accredited investor", as such term is defined in ” within the meaning of Rule 501 of Regulation D as promulgated 501(a) under the Securities Act of 1933, as amended (the "Securities Act") or, (ii) if not an "accredited investor," then the Optionee has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares, and in the Optionee's judgment, has obtained sufficient information about the Company or its subsidiaries to evaluate the merits and risks of an investment in the Shares.

Additional Investment Representations. The Optionee advises the Company Each Management Investor represents and warrants that: (a) Optioneethe Management Investor's financial situation is such that Optionee he can afford to bear the economic risk of holding the Shares BMP Stock for an indefinite period of time, has adequate means for providing for his current needs and personal contingencies, and can afford to suffer a complete loss of Optionee's his investment in the SharesBMP Stock; (b) Optioneethe Management Investor's knowledge and experience in financial and business matters is are such that Optionee he is capable of evaluating the merits and risks of the investment in the SharesBMP Stock; (c) Optionee the Management Investor understands that the BMP Stock is a speculative investment which involves a high degree of risk of loss of his investment therein, there are substantial restrictions on the transferability of the Shares BMP Stock, and, on the Closing Date and for an indefinite period following the Closing, there will be no public market for the Shares BMP Stock and, accordingly, it may not be possible for Optionee the Management Investor to liquidate its his investment in case of emergency, if at all; (d) Optionee the Management Investor understands and has taken cognizance of all the risk factors related to the purchase of the BMP Stock, and no representations or warranties have been made to the Management Investor or his representatives concerning the BMP Stock or the Company or any of its Subsidiaries or their prospects or other matters; (e) in making his decision to purchase the BMP Stock hereby, the Management Investor has relied upon independent investigations made by him and, to the extent believed by the Management Investor to be appropriate, his representatives, including his own professional, financial, tax and other advisors; and (f) the Management Investor has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its Subsidiaries and their representatives concerning the Company and its subsidiariesSubsidiaries, the Acquisition, transactions contemplated by the Stockholders Agreement, Recapitalization Agreement and the terms and conditions of the purchase of the BMP Stock and to obtain any additional information which Optionee the Management Investor deems necessary; and (e) Optionee is either: (i) an "accredited investor", as such term is defined in Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended (the "Securities Act") or, (ii) if not an "accredited investor," then the Optionee has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares, and in the Optionee's judgment, has obtained sufficient information about the Company or its subsidiaries to evaluate the merits and risks of an investment in the Shares.

Additional Investment Representations. The Optionee advises the Company that: Purchaser represents and warrants that (a) Optioneethe Purchaser's financial situation is such that Optionee he can afford to bear the economic risk of holding the Shares for an indefinite period of time, has adequate means for providing for his current needs and personal contingencies, and can afford to suffer a complete loss of Optionee's his investment in the Shares; ; (b) Optioneethe Purchaser's knowledge and experience in financial and business matters is are such that Optionee he is capable of evaluating the merits and risks of the investment in the Shares; Shares as contemplated by this Agreement; (c) Optionee the Purchaser understands that the Shares are a speculative investment which involve a high degree of risk of loss of his investment therein, there are substantial restrictions on the transferability of the Shares Shares, and, on the date hereof and for an indefinite period, there will be no public market for the Shares and, accordingly, it may not be possible for Optionee the Purchaser to liquidate its his investment in case of emergency, if at all; ; (d) Optionee in making his decision to purchase the Shares hereby purchased, the Purchaser has relied upon independent investigations made by him and, to the extent believed by the Purchaser to be appropriate, his representatives, including his own professional, financial, tax and other advisors; (e) the Purchaser and his representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its their representatives concerning the Company terms and its subsidiaries, conditions of the Acquisition, purchase of the Stockholders Agreement, Shares and to obtain any additional information which Optionee deems the Purchaser or his representatives deem necessary; and (ef) Optionee the Purchaser is either: (i) an "accredited investor", officer or key employee of the Company and as such term is defined in Rule 501 has a high level of Regulation D as promulgated under familiarity with the Securities Act business, operations, financial condition and prospect of 1933, as amended the Company; and (g) the "Securities Act") or, (ii) if not an "accredited investor," then the Optionee has such knowledge and experience in financial and business matters Purchaser understands that no dividends are expected to be capable of evaluating the merits and risks of an investment paid on Shares in the Shares, and in the Optionee's judgment, has obtained sufficient information about the Company or its subsidiaries to evaluate the merits and risks of an investment in the Sharesforeseeable future.

Additional Investment Representations. The Optionee advises the Company Restricted Stockholder represents and warrants that: (a) OptioneeRestricted Stockholder's financial situation is such that Optionee Restricted Stockholder can afford to bear the economic risk of holding the Restricted Shares for an indefinite period of time, has adequate means for providing for Restricted Stockholder's current needs and personal contingencies, and can afford to suffer a complete loss of OptioneeRestricted Stockholder's investment in the Restricted Shares; (b) OptioneeRestricted Stockholder's knowledge and experience in financial and business matters is such that Optionee Restricted Stockholder is capable of evaluating the merits and risks of the investment in the Restricted Shares; (c) Optionee Restricted Stockholder understands that the Restricted Shares involve a high degree of risk of loss of Restricted Stockholder's investment therein, there are substantial restrictions on the transferability of the Restricted Shares and there will may not be no a public market for the Restricted Shares and, accordingly, it may not be possible for Optionee Restricted Stockholder to liquidate its investment in case of emergency, if at all; (d) Optionee Restricted Stockholder understands and has taken cognizance of all the risk factors related to the purchase of the Restricted Shares and, except as set forth in this Agreement, no representations or warranties have been made to Restricted Stockholder or its representatives concerning the Restricted Shares or the Corporation or their prospects or other matters; and (e) Restricted Stockholder has been given the opportunity to ask questions of, and to receive answers from, the Company Corporation and its representatives concerning the Company Corporation and its subsidiaries, the Acquisition, the Stockholders Agreement, and to obtain any additional information which Optionee Restricted Stockholder deems necessary; and (e) Optionee is either: (i) an "accredited investor", as such term is defined in Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended (the "Securities Act") or, (ii) if not an "accredited investor," then the Optionee has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares, and in the Optionee's judgment, has obtained sufficient information about the Company or its subsidiaries to evaluate the merits and risks of an investment in the Shares.

Additional Investment Representations. The Optionee advises the Company that: (a) OptioneeSuch Purchaser's financial situation is such that Optionee it can afford to bear the economic risk of holding the New Equity Investment Shares for an indefinite period of time, time and can afford to suffer a complete loss of Optionee's its investment in the New Equity Investment Shares; ; (b) Optioneesuch Purchaser's knowledge and experience in financial and business matters is are such that Optionee it is capable of evaluating the merits and risks of the investment in the New Equity Investment Shares; , as contemplated by this Agreement, or has been advised by a representative possessing such knowledge and experience; (c) Optionee such Purchaser understands that New Equity Investment Shares are a speculative investment which involves a high degree of risk of loss of its investment therein, there are substantial restrictions on the transferability of New Equity Investment Shares, and, on the Shares Consummation Date and for an indefinite period following the Consummation Date, there will be no public market available to the Purchasers for the Shares and, accordingly, it may not be possible for Optionee to liquidate its investment in case of emergency, if at all; New Equity Investment Shares; (d) Optionee such Purchaser understands and has taken cognizance of all the risks related to the purchase of New Equity Investment Shares, and, except as set forth herein, no representations or warranties have been made to such Purchaser concerning New Equity Investment Shares, the Company or their prospects or other matters; (e) in making its decision to purchase New Equity Investment Shares hereby subscribed for, such Purchaser has relied upon independent investigations made by it and, to the extent believed by such Purchaser to be appropriate, its representatives, including its own professional, financial, tax and other advisors; and (f) such Purchaser is fully familiar with the business and operations of the Company, and it and its representatives have examined all documents and have been given the opportunity to ask questions of, and to receive answers from, the Company and its representatives concerning the Company terms and its subsidiaries, conditions of the Acquisition, the Stockholders Agreement, purchase of New Equity Investment Shares and to obtain any additional information which Optionee deems necessary; and (e) Optionee is either: (i) an "accredited investor", as such term is defined in Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended (the "Securities Act") or, (ii) if not an "accredited investor," then the Optionee has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares, and in the Optionee's judgment, has obtained sufficient information about the Company Purchaser or its subsidiaries to evaluate the merits and risks of an investment in the Sharesrepresentatives deem necessary.