Common use of Certain Investment Representations Clause in Contracts

Certain Investment Representations. (a) Each Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Each such Seller will execute and deliver to Acquiror such documents as Acquiror may reasonably request in order to confirm the accuracy of the foregoing. (b) Each Seller is acquiring the Acquiror Common Stock for investment for the Seller’s own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof except as permitted by Law, including securities Laws. No Seller has any present intent to resell or distribute all or any part of the Acquiror Common Stock. (c) Each Seller acknowledges and agrees that the shares of Acquiror Common Stock are characterized as “restricted securities” under the securities Laws inasmuch as they are being acquired from the Acquiror in a transaction not involving a public offering and that under such Laws and applicable regulations the Acquiror Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this respect, each Seller represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and otherwise by the Securities Act. (d) Each Seller has had the opportunity to review Acquiror’s filings with the SEC and has had the opportunity to ask questions of Acquiror and its Representatives and to obtain information from such Representatives as necessary to evaluate the merits and risks of 12 (e) Each Seller: (i) understands and acknowledges that the Seller’s investment in the shares of Acquiror Common Stock involves a high degree of risk; (ii) has knowledge and experience in financial and business matters such that the Seller is capable of evaluating the merits and risks of the acquisition of the Acquiror Common Stock as contemplated by this Agreement; and (iii) is able to bear the economic risk of the investment in the Acquiror Common Stock for an indefinite period of time and can afford to suffer a complete loss of the investment in the Acquiror Common Stock.

Certain Investment Representations. (a) Each Seller The Purchaser is an “"accredited investor” " as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Each such Seller will execute and deliver to Acquiror such documents as Acquiror may reasonably request in order to confirm the accuracy of the foregoing. (b) Each Seller The Purchaser is acquiring the Acquiror Common Stock Purchased Securities and the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan for investment for the Seller’s Purchaser's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof except in compliance with the Stockholders' Agreement and as permitted by Lawlaw, including securities Lawswithout limitation the Securities Act. No Seller has The Purchaser does not have any present intent to resell or distribute all or any part of the Acquiror Common StockPurchased Securities or the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan. If the Purchaser is a corporation, trust, partnership or other organization, it was not organized for the specific purpose of acquiring the Purchased Securities or the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan. (c) Each Seller acknowledges and agrees The Purchaser has been advised that the shares of Acquiror Common Stock are characterized as “restricted securities” Purchased Securities and the securities issuable with respect to the Purchaser's benefits under the securities Laws inasmuch as they are being acquired from the Acquiror in a transaction Deferred Compensation Plan have not involving a public offering and that under such Laws and applicable regulations the Acquiror Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this respect, each Seller represents that it is familiar with Rule 144 promulgated been registered under the Securities Act, as presently that the Purchased Securities and the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan may not be sold or otherwise disposed of unless they are registered thereunder or an exemption from registration is available and that accordingly the Purchaser may be required to bear the economic risk of the investment in effectthe Purchased Securities and the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan for an indefinite period of time. The Purchaser also understands that the Corporation does not have any intention of registering the Purchased Securities or the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan, and understands in either case, under the resale limitations imposed thereby and otherwise by Securities Act or of supplying the information which may be necessary to enable the Purchaser to sell the Purchased Securities or the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan pursuant to Rule 144 under the Securities Act. (d) Each Seller The Purchaser has had been given the opportunity to review Acquiror’s filings with the SEC obtain any information or documents, and has had the opportunity to ask questions of Acquiror and receive answers about such documents, the Corporation and its Representatives subsidiaries and the business and prospects of the Corporation and its subsidiaries (including, without limitation, the transactions to obtain information from such Representatives be consummated pursuant to the terms of the Merger Agreement), as it deems necessary to evaluate the merits and risks of 12related to its investment in the Purchased Securities and the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan and no representations concerning such matters or any other matters related to such investment have been made to the Purchaser except as set forth in this Agreement. The Purchaser has had the opportunity to consult its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Purchaser, including the tax and other economic considerations related to the investment. (e) Each Seller: The Purchaser (i) understands and acknowledges that the Seller’s investment in the shares of Acquiror Common Stock involves a high degree of risk; (ii) has knowledge and experience in financial and business matters such that the Seller Purchaser is capable of evaluating the merits and risks of the acquisition purchase of the Acquiror Common Stock Purchased Securities and the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan as contemplated by this Agreement; , (ii) understands and has taken cognizance of all risk factors related to the purchase of the Purchased Securities and the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan and (iii) is able to bear the economic risk of the investment in the Acquiror Common Stock Purchased Securities and the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan for an indefinite period of time and can afford to suffer a complete loss of the investment in such Purchased Securities and securities issuable with respect to the Acquiror Common StockPurchaser's benefits under the Deferred Compensation Plan. (f) The Purchaser has been informed that the offer of the Purchased Securities and the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan is being made pursuant to an exemption from the registration requirements of the Securities Act relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other Governmental Authority. (g) The Purchaser is not subscribing for the Purchased Securities or the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a Person not previously known to the Purchaser in connection with investments in securities generally. (h) Each party hereby acknowledges, to the extent applicable, that simultaneous with the consummation of the transactions contemplated by the Merger Agreement, including without limitation the transactions contemplated by this Agreement, the Purchaser Loan Balance (as hereinafter defined) shall be repaid in full by wire transfer of immediately available funds and/or by directing Aearo to set off and net such Purchaser Loan Balance against any amounts the Purchaser would otherwise be entitled to receive in connection with the Merger to the Corporation, on behalf and in the name of the Corporation. For purposes of this Section 3.2(h), the "Purchaser Loan Balance" shall mean the outstanding principal amount and interest owed by the Purchaser to the Corporation pursuant to a promissory note executed pursuant to an Executive Security Purchase Agreement in connection with the purchase of the Contributed Shares by the Purchaser in the amount set forth on the signature page hereto adjacent to the words "Purchaser Loan Balance."

Certain Investment Representations. (a) Each Seller is an “accredited investor” as that term is defined in within the meaning of Rule 501(a) 501 of Regulation D promulgated by the SEC under the Securities Act. Each such The Shares acquired by Seller will execute and deliver pursuant to Acquiror such documents as Acquiror may reasonably request this Agreement are being acquired in order to confirm the accuracy ordinary course of the foregoing. (b) Each Seller is acquiring the Acquiror Common Stock business for investment only for the Seller’s its own account and not with a view to, or for resale sale in connection with, the distribution thereof, in whole or other disposition thereof in part, except as permitted by Law, including securities Laws. No Seller has any present intent pursuant to resell sales registered or distribute all or any part of the Acquiror Common Stock. (c) Each Seller acknowledges and agrees that the shares of Acquiror Common Stock are characterized as “restricted securities” under the securities Laws inasmuch as they are being acquired from the Acquiror in a transaction not involving a public offering and that under such Laws and applicable regulations the Acquiror Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this respect, each Seller represents that it is familiar with Rule 144 promulgated exempted under the Securities Act, as presently in effect, and understands Seller does not have a present arrangement or agreement to effect any distribution of the resale limitations imposed thereby and otherwise by the Securities Act. Shares to or through any Person. Seller (d) Each Seller has had the opportunity to review Acquiror’s filings either alone or together with the SEC and has had the opportunity to ask questions of Acquiror and its Representatives and to obtain information from such Representatives as necessary to evaluate the merits and risks of 12 (e) Each Seller: (i) understands and acknowledges that the Seller’s investment in the shares of Acquiror Common Stock involves a high degree of risk; (iiadvisors) has sufficient knowledge and experience in financial and business matters such that the Seller is so as to be capable of evaluating the merits and risks of its investment in the acquisition Shares and is capable of bearing the Acquiror Common Stock as contemplated by this Agreement; economic risks of such investment. Seller understands that an investment in the Shares involves a high degree of risk and (iii) that it is able to bear the economic risk of the investment in the Acquiror Common Stock for an indefinite period of time and can afford to suffer a complete loss of such investment. Seller has independently evaluated the investment merits of a decision to acquire the Shares pursuant to this Agreement, and Seller confirms that it has not relied on the advice of any other Person and/or such Person’s legal counsel in making such decision. Seller has had access to and has received, read and understands all materials that have been requested by Seller and has had a reasonable opportunity to ask questions of and receive answers from Purchaser Parent and its Representatives. Seller understands that the Acquiror Common Stock.Shares have not been registered under the Securities Act, that the Shares will be issued on the basis of the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and under exemptions under certain state securities laws, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self- regulatory organization where an exemption is being relied upon, and that Purchaser Parent’s reliance thereon is based in part upon the representations made by Seller in this Agreement. Seller understands that a restrictive legend stating substantially the following will be included on any certificate representing the Shares: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN

Certain Investment Representations. (a) Each Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Each such Seller will execute and deliver to Acquiror the Buyer such documents as Acquiror the Buyer may reasonably request in order to confirm the accuracy of the foregoing. (b) Each Seller is acquiring the Acquiror Buyer’s Common Stock for investment for the Seller’s own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof except as permitted by Law, including securities Securities Laws. No Each Seller has does not have any present intent to resell or distribute all or any part of the Acquiror Buyer’s Common Stock. (c) Each Seller acknowledges and agrees that neither the shares Buyer, nor any of Acquiror its stockholders, officers, directors, employees, agents or Affiliates: (i) have provided Seller with an offering memorandum or prospectus (each as defined under applicable Securities Laws) or any similar document in connection with the issue of the Buyer’s Common Stock; (ii) have made any representations or warranties of any kind, express or implied, to Seller or its agents in connection with the offer, purchase and/or sale of the Buyer’s Common Stock, except for the express written representations and warranties made by Buyer in Article 4 of this Agreement; or (iii) at any time had or will have any duty to Seller or its agents to disclose any information relating to the Buyer, its business or financial condition or relating to any other matters in connection with the offer, purchase and/or sale of the Buyer’s Common Stock. (d) Each Seller acknowledges and agrees that the Common Stock are is characterized as “restricted securities” under the securities Securities Laws inasmuch as they are being acquired from the Acquiror Buyer in a transaction not involving a public offering and that under such Laws laws and applicable regulations the Acquiror such Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this respect, each Seller represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and otherwise by the Securities Act. (de) Each Seller has had been given the opportunity to review Acquiror’s filings with the SEC obtain any information or documents, and has had the opportunity to ask questions of Acquiror and receive answers about such documents, the Buyer and its Representatives Affiliates and the business and prospects of the Buyer and its Affiliates (including the transactions to obtain information from such Representatives be consummated pursuant to the terms of this Agreement), as the Seller deems necessary to evaluate the merits and risks related to its investment in the Buyer’s Common Stock and no representations concerning such matters or any other matters related to such investment have been made to the Seller except as set forth in this Agreement. Each Seller has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Seller, including the tax and other economic considerations related to the investment. The decision to execute this Agreement and to acquire the Buyer’s Common Stock have not been based on any verbal or written representations as to fact or otherwise made by or on behalf of 12the Buyer, other than such written representations as are expressly contained in this Agreement. (ef) Each Seller: Seller (i) understands and acknowledges that the Seller’s investment in the shares of Acquiror Buyer’s Common Stock involves a high degree of risk; (ii) has knowledge and experience in financial and business matters such that the Seller is capable of evaluating the merits and risks of the acquisition of the Acquiror Buyer’s Common Stock as contemplated by this Agreement; (iii) understands and has taken cognizance of all risk factors related to the acquisition of the Buyer’s Common Stock; and (iiiiv) is able to bear the economic risk of the investment in the Acquiror Buyer’s Common Stock for an indefinite period of time and can afford to suffer a complete loss of the investment in the Acquiror Buyer’s Common Stock. (g) Each Seller has been informed that the offer of the Buyer’s Common Stock is being made pursuant to an exemption from the registration requirements of the Securities Act relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the SEC or any other Governmental Agency. (h) Each Seller acknowledges that it is not subscribing for the Buyer’s Common Stock as a result of, or subsequent to, any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a Person not previously known to the Seller in connection with investments in securities generally.

Certain Investment Representations. (a) Each Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Each such Seller will execute and deliver to Acquiror such documents as Acquiror may reasonably request in order to confirm the accuracy of the foregoing. (b) Each Seller is acquiring the Acquiror Holdings Common Stock for investment for the Seller’s own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof except as permitted by Law, including securities Lawsincluding, without limitation, the Securities Act. No Seller has any no present intent to resell or distribute all or any part of its Holdings Common Stock. Seller was not organized for the Acquiror specific purpose of acquiring the Holdings Common Stock. (c) Each Seller acknowledges and agrees has been advised that the shares of Acquiror Holdings Common Stock are characterized as “restricted securities” under the securities Laws inasmuch as they are being acquired from the Acquiror in a transaction has not involving a public offering and that under such Laws and applicable regulations the Acquiror Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this respect, each Seller represents that it is familiar with Rule 144 promulgated been registered under the Securities Act, as presently that the shares of the Holdings Common Stock may not be sold or otherwise disposed of unless they are registered thereunder or an exemption from registration is available and that accordingly Seller may be required to bear the economic risk of the investment in effect, and understands the resale limitations imposed thereby and otherwise by the Securities ActHoldings Common Stock for an indefinite period of time. (d) Each Seller has had been given the opportunity to review Acquiror’s filings with the SEC obtain any information or documents, and has had the opportunity to ask questions of Acquiror and receive answers about such documents, Holdings and its Representatives Subsidiaries and the business and prospects of Holdings and its Subsidiaries (including, without limitation, the transactions to obtain information from such Representatives be consummated pursuant to the terms of this Agreement), as it deems necessary to evaluate the merits and risks of 12related to its investment in the Holdings Common Stock and no representations concerning such matters or any other matters related to such investment have been made to Seller except as set forth in this Agreement. Seller has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for Seller, including the tax and other economic considerations related to the investment. (e) Each Seller: (i) understands and acknowledges that the Seller’s investment in the shares of Acquiror Common Stock involves a high degree of risk; (ii) has knowledge and experience in financial and business matters such that the Seller is capable of evaluating the merits and risks of the acquisition purchase of the Acquiror Holdings Common Stock as contemplated by this Agreement; (ii) understands and has taken cognizance of all risk factors related to the purchase of the Holdings Common Stock; and (iii) is able to bear the economic risk of the investment in the Acquiror Holdings Common Stock for an indefinite period of time and can afford to suffer a complete loss of the investment in the Acquiror such Holdings Common Stock. (f) Seller has been informed that the offer of the Holdings Common Stock is being made pursuant to an exemption from the registration requirements of the Securities Act relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority. (g) Seller is not subscribing for the Holdings Common Stock as a result of, or subsequent to, any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a Person not previously known to the Seller in connection with investments in securities generally.

Certain Investment Representations. (a) Each The Seller is an “accredited investor” as that term is defined in (i) Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Each such Seller will execute ; and deliver to Acquiror such documents as Acquiror may reasonably request in order to confirm the accuracy (ii) Section 1.1 of the foregoingNI 45-106. (b) Each The Seller is acquiring the Acquiror Common PetIQ Stock Consideration and the Holdings LLC Consideration for investment for the Seller’s own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof except as permitted by Law, including securities Securities Laws. No The Seller has does not have any present intent to resell or distribute all or any part of the Acquiror Common StockPetIQ Stock Consideration and the Holdings LLC Consideration. (c) Each The Seller acknowledges has not been provided with an offering memorandum or prospectus (each as defined under applicable Securities Laws) or any similar document in connection with the issue of the PetIQ Stock Consideration and agrees the Holdings LLC Consideration, and the decisions to execute this Agreement and to acquire the PetIQ Stock Consideration and the Holdings LLC Consideration have not been based on any verbal or written representations as to fact or otherwise made by or on behalf of the Buyer or PetIQ, other than such written representations as are expressly contained in this Agreement. (d) The Seller has been advised that the shares of Acquiror Common PetIQ Stock are characterized as “restricted securities” under Consideration and the securities Laws inasmuch as they are being acquired from the Acquiror in a transaction Holdings LLC Consideration has not involving a public offering and that under such Laws and applicable regulations the Acquiror Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this respect, each Seller represents that it is familiar with Rule 144 promulgated been registered under the Securities Act, as presently that the PetIQ Stock Consideration and the Holdings LLC Consideration may not be sold or otherwise disposed of unless they are registered thereunder or an exemption from registration is available and that accordingly the Seller may be required to bear the economic risk of the investment in effect, the PetIQ Stock Consideration and the Holdings LLC Consideration for an indefinite period of time. The Seller also understands that the resale limitations imposed thereby and otherwise by Buyer does not have any intention of registering the Holdings LLC Consideration under the Securities Act or of supplying the information which may be necessary to enable the Seller to sell the Holdings LLC Consideration pursuant to Rule 144 under the Securities Act; provided, however, that upon the conversion of the PetIQ Stock Consideration and the Holdings LLC Consideration, jointly, into PetIQ Class A Shares, Buyer and PetIQ shall provide the necessary information to Seller with respect to Rule 144. (de) Each The Seller has had been given the opportunity to review Acquiror’s filings with the SEC obtain any information or documents, and has had the opportunity to ask questions and receive answers about such documents, the Buyer, Holdings and PetIQ and their Affiliates and the business and prospects of Acquiror the Buyer, Holdings and its Representatives PetIQ and their Affiliates (including the transactions to obtain information from such Representatives be consummated pursuant to the terms of this Agreement), as the Seller deems necessary to evaluate the merits and risks of 12 (e) Each Seller: (i) understands and acknowledges that the Seller’s related to its investment in the shares of Acquiror Common PetIQ Stock involves a high degree of risk; Consideration and the Holdings LLC Consideration and no representations concerning such matters or any other matters related to such investment have been made to the Seller except as set forth in this Agreement. The Seller has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Seller, including the tax and other economic considerations related to the investment. (iif) The Seller (i) has knowledge and experience in financial and business matters such that the Seller is capable of evaluating the merits and risks of the acquisition of the Acquiror Common PetIQ Stock Consideration and the Holdings LLC Consideration as contemplated by this Agreement; , (ii) understands and has taken cognizance of all risk factors related to the acquisition of the PetIQ Stock Consideration and the Holdings LLC Consideration and (iii) is able to bear the economic risk of the investment in the Acquiror Common PetIQ Stock Consideration and the Holdings LLC Consideration for an indefinite period of time and can afford to suffer a complete loss of the investment in the Acquiror Common StockPetIQ Stock Consideration and the Holdings LLC Consideration. (g) The Seller has been informed that the offer of the PetIQ Stock Consideration and the Holdings LLC Consideration is being made pursuant to an exemption from the registration requirements of the Securities Act relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the SEC or any other Governmental Entity. (h) The Seller is not subscribing for the PetIQ Stock Consideration and the Holdings LLC Consideration as a result of, or subsequent to, any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a Person not previously known to the Seller in connection with investments in securities generally.

Certain Investment Representations. (a) Each Seller The Buyer is an “accredited investorAccredited Investor” as that such term is defined in (i) Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Each such Seller will execute ; and deliver to Acquiror such documents as Acquiror may reasonably request in order to confirm the accuracy (ii) Section 1.1 of the foregoingNI 45-106. (b) Each Seller The Buyer is acquiring the Acquiror Common Stock Units for investment for the SellerBuyer’s own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof except as permitted by Law, including securities Securities Laws. No Seller has The Buyer does not have any present intent to resell or distribute all or any part of the Acquiror Common StockUnits. (c) Each Seller acknowledges and agrees The Buyer has been advised that the shares of Acquiror Common Stock are characterized as “restricted securities” under the securities Laws inasmuch as they are being acquired from the Acquiror in a transaction Units have not involving a public offering and that under such Laws and applicable regulations the Acquiror Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this respect, each Seller represents that it is familiar with Rule 144 promulgated been registered under the Securities Act, as presently that the Units may not be sold or otherwise disposed of unless they are registered thereunder or an exemption from registration is available and that accordingly the Buyer may be required to bear the economic risk of the investment in effect, and the Units for an indefinite period of time. The Buyer also understands that the resale limitations imposed thereby and otherwise by Seller does not have any intention of registering the Units under the Securities Act or of supplying the information which may be necessary to enable the Buyer to sell the Units pursuant to Rule 144 under the Securities Act. (d) Each Seller The Buyer has had been given the opportunity to review Acquiror’s filings with the SEC obtain any information or documents, and has had the opportunity to ask questions and receive answers about such documents, the Target Companies and their Affiliates and the business and prospects of Acquiror the Target Companies and its Representatives and their Affiliates (including the transactions to obtain information from such Representatives be consummated pursuant to the terms of this Agreement), as the Buyer deems necessary to evaluate the merits and risks of 12related to its investment in the Units and no representations concerning such matters or any other matters related to such investment have been made to the Buyer except as set forth in this Agreement. The Buyer has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Buyer, including the tax and other economic considerations related to the investment. (e) Each Seller: (i) understands and acknowledges that the SellerThe Buyer’s investment in the shares of Acquiror Common Stock involves a high degree of risk; (ii) has knowledge and experience in financial and business matters are such that the Seller Buyer is capable of evaluating the merits and risks of the acquisition of investment in the Acquiror Common Stock as contemplated by this Agreement; and (iii) Company. The Buyer’s financial situation is able such that the Buyer can afford to bear the economic risk of the Buyer’s investment in the Acquiror Common Stock Company for an indefinite period of time time, and the Buyer can afford to suffer a the complete loss of the Buyer’s entire investment in the Acquiror Common StockCompany. (f) The Buyer understands that the purchase of the Units pursuant to this Agreement is a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there will be substantial restrictions on the transferability of the Units and that for an indefinite period following the Closing Date there will be no public market for such Units and that a public market may never exist therefor, and that, accordingly, it may not be possible for the Buyer to sell the Units in case of emergency or otherwise. (g) The Buyer understands that no federal, provincial or state agency has made any finding or determination regarding the fairness of the offering of Units for investment, or any recommendation or endorsement thereof. (h) The Buyer is not subscribing for the Units as a result of, or subsequent to, any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a Person not previously known to the Buyer in connection with investments in securities generally.

Certain Investment Representations. (a) Each Seller The Contributor is an “"accredited investor” " as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Each such Seller will execute and deliver to Acquiror such documents as Acquiror may reasonably request in order to confirm the accuracy of the foregoing. (b) Each Seller The Contributor is acquiring the Acquiror Common Stock Consideration Shares for investment for the Seller’s Contributor's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof except in compliance with the Stockholders Agreement and as permitted by Lawlaw, including securities Lawswithout limitation the Securities Act. No Seller has The Contributor does not have any present intent to resell or distribute all or any part of its Consideration Shares. If the Acquiror Common StockContributor is a corporation, trust, partnership or other organization, it was not organized for the specific purpose of acquiring the Consideration Shares. (c) Each Seller acknowledges and agrees The Contributor has been advised that the shares of Acquiror Common Stock are characterized as “restricted securities” under the securities Laws inasmuch as they are being acquired from the Acquiror in a transaction Consideration Shares have not involving a public offering and that under such Laws and applicable regulations the Acquiror Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this respect, each Seller represents that it is familiar with Rule 144 promulgated been registered under the Securities Act, as presently that the Consideration Shares may not be sold or otherwise disposed of unless they are registered thereunder or an exemption from registration is available and that accordingly the Contributor may be required to bear the economic risk of the investment in effect, and the Consideration Shares for an indefinite period of time. The Contributor also understands that the resale limitations imposed thereby and otherwise by Corporation does not have any intention of registering the Consideration Shares under the Securities Act or of supplying the information which may be necessary to enable the Contributor to sell Consideration Shares pursuant to Rule 144 under the Securities Act. (d) Each Seller The Contributor has had been given the opportunity to review Acquiror’s filings with the SEC obtain any information or documents, and has had the opportunity to ask questions of Acquiror and receive answers about such documents, the Corporation and its Representatives subsidiaries and the business and prospects of the Corporation and its subsidiaries (including, without limitation, the transactions to obtain information from such Representatives be consummated pursuant to the terms of the Merger Agreement) as it deems necessary to evaluate the merits and risks of 12related to its investment in the Consideration Shares and no representations concerning such matters or any other matters related to such investment have been made to the Contributor except as set forth in this Agreement. The Contributor has had the opportunity to consult its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Contributor, including the tax and other economic considerations related to the investment. (e) Each Seller: The Contributor (i) understands and acknowledges that the Seller’s investment in the shares of Acquiror Common Stock involves a high degree of risk; (ii) has knowledge and experience in financial and business matters such that the Seller Contributor is capable of evaluating the merits and risks of the acquisition purchase of the Acquiror Common Stock Consideration Shares as contemplated by this Agreement; , (ii) understands and has taken cognizance of all risk factors related to the purchase of the Consideration Shares and (iii) is able to bear the economic risk of the investment in the Acquiror Common Stock Consideration Shares for an indefinite period of time and can afford to suffer a complete loss of the investment in such Consideration Shares. (f) The Contributor has been informed that the Acquiror Common Stockoffer of the Consideration Shares is being made pursuant to an exemption from the registration requirements of the Securities Act relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other Governmental Authority. (g) The Contributor is not subscribing for the Consideration Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Contributor in connection with investments in securities generally. (h) Each party hereby acknowledges, to the extent applicable, that simultaneous with the consummation of the transactions contemplated by the Merger Agreement, including without limitation the transactions contemplated by this Agreement, the Contributor Loan Balance (as hereinafter defined) shall be repaid in full by wire transfer of immediately available funds and/or by directing Aearo to set off and net such Contributor Loan Balance against any amounts the Contributor would otherwise be entitled to receive in connection with the Merger to the Corporation, on behalf and in the name of the Corporation. For purposes of this Section 3.2(h), the "Contributor Loan Balance" shall mean the outstanding principal amount and interest owed by the Contributor to the Corporation pursuant to a promissory note executed pursuant to an Executive Security Purchase Agreement in connection with the purchase of the Contributed Shares by the Contributor in the amount set forth on the signature page hereto adjacent to the words "Contributor Loan Balance."

Certain Investment Representations. (a) Each Seller Stockholder is an “"accredited investor” " as that such term is defined in Rule 501(a) 501 of Regulation D promulgated by the SEC under pursuant to the Securities Act. Each such Seller will execute and deliver to Acquiror such documents Act of 1933, as Acquiror may reasonably request in order to confirm the accuracy of the foregoingamended. (b) Each Seller Stockholder is acquiring the Acquiror Common Stock Consideration for investment for the Seller’s his own account and not with a view to, or for resale sale in connection with, any distribution thereof. Each Stockholder agrees that the distribution Stock Consideration acquired by each Stockholder may not be sold, transferred or other disposition thereof except as permitted by Law, including otherwise disposed of unless such shares are registered with the Securities and Exchange Commission and the securities Lawsregulatory authorities of certain states or unless an exemption from such registration is available and an opinion of legal counsel acceptable to Purchaser is delivered to Purchasers in advance. No Seller has any present intent to resell or distribute all or any part Each Stockholder understands that its investment in the Purchaser's common shares involves a significant degree of the Acquiror Common Stockrisk. (c) Each Seller acknowledges and agrees that Stockholder has, in connection with his decision to acquire the shares Stock Consideration, relied solely the information set forth in Section of Acquiror Common Stock are characterized as “restricted securities” under the securities Laws inasmuch as they are being acquired from the Acquiror in a transaction not involving a public offering and that under such Laws and applicable regulations the Acquiror Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. In this respect, each Seller represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and otherwise by the Securities ActAgreement. (d) Each Seller has had certificate for the opportunity Stock Consideration issued to review Acquiror’s filings with the SEC and has had the opportunity to ask questions of Acquiror and its Representatives and to obtain information from such Representatives each Stockholder as necessary to evaluate the merits and risks of 12 (e) Each Seller: (i) understands and acknowledges that the Seller’s investment in the shares of Acquiror Common Stock involves a high degree of risk; (ii) has knowledge and experience in financial and business matters such that the Seller is capable of evaluating the merits and risks part of the acquisition of the Acquiror Common Stock as contemplated by this Agreement; and (iii) is able to Merger shall bear the economic risk following legend(s): "SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION FOR THESE SHARES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF LEGAL COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." "WITHOUT PRIOR APPROVAL OF THE CANADIAN VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED THROUGH THE FACILITIES OF THE CANADIAN VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ___________________" (Four Months From Date of the investment in the Acquiror Common Stock for an indefinite period of time and can afford to suffer a complete loss of the investment in the Acquiror Common Stock.Issuance)