Common use of Additional Investment Representations Clause in Contracts

Additional Investment Representations. The Stockholder represents and warrants that: (a) Ownership of Rollover Shares and Rollover Options. The Stockholder (or accounts or trusts controlled or beneficially owned by Stockholder) is the owner of the Rollover Shares and the Rollover Options and has the power to dispose of the Rollover Shares and Rollover Options. To Stockholder's knowledge, the Rollover Shares are validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof. On the date hereof, the Rollover Shares are owned of record and beneficially by Stockholder. Stockholder has sole voting power and sole power of disposition with respect to all of the Rollover Shares, with no restrictions, subject to applicable federal securities laws, on Stockholder's rights of disposition pertaining thereto. On the date hereof, Stockholder has, and on the date of any Closing hereunder Stockholder will have, good, valid and marketable title to the Rollover Shares and Rollover Options free and clear of all claims, liens, encumbrances, security interests and charges of any nature whatsoever (other than the encumbrance created by this Agreement), and shall not be subject to any preemptive right of any stockholder of CPI. The contribution of the Rollover Shares to Company hereunder will transfer to Company good, valid and marketable title to the Rollover Shares, free and clear of all claims, liens, encumbrances, security interests and charges of any nature whatsoever. (b) the Stockholder's financial situation is such that he can afford to bear the economic risk of holding the Common 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 his investment in the Common Stock; (c) the Stockholder's knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of the investment in the Common Stock, as contemplated by this Agreement; (d) the Stockholder understands that the Common 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 Common Stock and, on the Closing Date and for an indefinite period following the Closing, there will be no public market for the Common Stock and, accordingly, it may not be possible for the Stockholder to liquidate his investment in case of emergency, if at all; (e) the terms of the Stockholders Agreement provide that in the event that the Stockholder ceases to be an employee of CPI, the Company, ASP (as defined in the Stockholders Agreement) and their designated affiliates have the right to repurchase the Common Stock at a price which may, in certain circumstances, be less than the fair market value of such stock; (f) the Stockholder understands and has taken cognizance of all the risk factors related to the purchase of Common Stock and, other than as set forth in this Agreement, no representations or warranties have been made to the Stockholder or his representatives concerning the Common Stock or the Company, its subsidiaries or their prospects or other matters; (g) in making his decision to purchase the Common Stock hereby subscribed for, the Stockholder has relied upon independent investigations made by him or her and, to the extent believed by the Stockholder to be appropriate, his representatives, including his own professional, financial, tax and other advisors; (h) the Stockholder 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 subsidiaries and the terms and conditions of the purchase of the Common Stock and to obtain any additional information, in each case as the Stockholder or his representatives deems necessary; (i) all information which the Stockholder has provided to the Company and its representatives concerning the Stockholder and his financial position is complete and correct as of the date of this Agreement; and (j) the Stockholder is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act.

Additional Investment Representations. The Stockholder represents and warrants that: (a) Ownership of Rollover Shares and Rollover Options. The Stockholder (or accounts or trusts controlled or beneficially owned by Stockholder) is the owner of the Rollover Shares and the Rollover Options and has the power to dispose of the Rollover Shares and Rollover Options. To Stockholder's knowledge, the Rollover Shares are validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof. On the date hereof, the Rollover Shares are owned of record and beneficially by Stockholder. Stockholder has sole voting power and sole power of disposition with respect to all of the Rollover Shares, with no restrictions, subject to applicable federal securities laws, on the Stockholder's rights of disposition pertaining thereto. On the date hereof, Stockholder has, and on the date of any Closing hereunder Stockholder will have, good, valid and marketable title to the Rollover Shares and Rollover Options free and clear of all claims, liens, encumbrances, security interests and charges of any nature whatsoever (other than the encumbrance created by this Agreement), and shall not be subject to any preemptive right of any stockholder of CPI. The contribution of the Rollover Shares to Company hereunder will transfer to Company good, valid and marketable title to the Rollover Shares, free and clear of all claims, liens, encumbrances, security interests and charges of any nature whatsoever. (b) the Stockholder's financial situation is such that he can afford to bear the economic risk of holding the Common 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 his investment in the Common Stock; (c) the Stockholder's knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of the investment in the Common Stock, as contemplated by this Agreement; (d) the Stockholder understands that the Common 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 Common Stock and, on the Closing Date and for an indefinite period following the Closing, there will be no public market for the Common Stock and, accordingly, it may not be possible for the Stockholder to liquidate his investment in case of emergency, if at all; (ec) the terms of the Stockholders Agreement provide that in the event that the Stockholder ceases to be an employee of CPI, the Company, ASP (as defined in the Stockholders Agreement) and their designated affiliates have the right to repurchase the Common Stock at a price which may, in certain circumstances, be less than the fair market value of such stock; (f) the Stockholder understands and has taken cognizance of all the risk factors related to the purchase of Common Stock and, other than as set forth in this Agreement, no representations or warranties have been made to the Stockholder or his representatives concerning the Common Stock or the Company, its subsidiaries or their prospects or other matters; (g) in making his decision to purchase the Common Stock hereby subscribed for, the Stockholder has relied upon independent investigations made by him or her and, to the extent believed by the Stockholder to be appropriate, his representatives, including his own professional, financial, tax and other advisors; (h) the Stockholder 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 subsidiaries and the terms and conditions of the purchase of the Common Stock and to obtain any additional information, in each case as the Stockholder or his representatives deems necessary; (i) all information which the Stockholder has provided to the Company and its representatives concerning the Stockholder and his financial position is complete and correct as of the date of this Agreement; and (j) the Stockholder is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act.