Common use of Investment Considerations Clause in Contracts

Investment Considerations. UMC represents and warrants to, and ------------------------- covenants with, PixTech that: (a) UMC is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by companies comparable to PixTech, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (b) UMC is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (c) UMC understands that the Shares are "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection UMC represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; (d) UMC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder. (e) UMC qualifies as an "accredited investor" within the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act and is not a resident of any of the United States of America; and (f) It is understood that the certificates evidencing the Shares shall bear the following legend unless and until the resale of the Shares pursuant to an effective Registration Statement or until the Shares may be sold under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, IF REQUESTED BY PIXTECH, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

Investment Considerations. UMC represents and warrants to, and ------------------------- covenants with, PixTech that: (a) UMC Tanabe is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Purchased Shares, including investments in securities issued by companies comparable to PixTech, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesGenelabs; (b) UMC Tanabe acknowledges that it has reviewed the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Genelabs concerning the terms and conditions of the offering of the Purchased Shares and the merits and risks of investing in such shares; (ii) access to information about Genelabs and the Subsidiaries and their financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that Genelabs possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; (c) Tanabe is acquiring the Purchased Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (cd) UMC Tanabe understands that the Purchased Shares it is purchasing are "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech Genelabs in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection UMC Tanabe represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; (d) UMC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder. (e) UMC Tanabe qualifies as an "accredited investor" within the meaning of Rule 501(a)(3) 501 of Regulation D promulgated under the Securities Act and is not a resident of any of the United States of AmericaAct; and (f) It is understood that the certificates evidencing the Purchased Shares shall bear the following legend unless legend: "These securities have not been registered under the Securities Act of 1933, as amended (the "Act"). They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or, if requested by Genelabs, an opinion of counsel reasonably satisfactory to Genelabs and until the resale of the Shares pursuant to an effective Registration Statement or until the Shares may be sold its counsel, that such registration is not required under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, IF REQUESTED BY PIXTECH, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACTsuch Act."

Investment Considerations. UMC Each Purchaser represents and warrants to, and ------------------------- covenants with, PixTech that: (a) UMC such Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by companies comparable to PixTech, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (b) UMC such Purchaser is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (c) UMC such Purchaser understands that the Shares are "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech in a an offshore transaction not involving a public offering (as defined in Regulation S) and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection UMC each Purchaser represents that it is familiar with Regulation S and SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; (d) UMC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder. (e) UMC such Purchaser qualifies as an "accredited investor" within the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act and is not a resident of any of the United States of America; (e) such Purchaser is not a U.S. person (as defined in Rule 902(k) of the Securities Act) and is not acquiring the Shares for the account or benefit of any U.S. person; (f) such Purchaser agrees to resell such Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration and agrees not to engage in hedging transactions with regard to such Shares unless in compliance with the Securities Act; and (fg) It is understood such Purchaser understands that the certificates evidencing the Shares shall bear the following legend unless and until the resale of the Shares pursuant to an effective Registration Statement or until the Shares may be sold under Rule 144 without restrictions: . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT , OR IN COMPLIANCE WITH REGULATION S OF THE ACT, OR, IF REQUESTED BY PIXTECH, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

Investment Considerations. UMC The Purchaser represents and warrants to, and ------------------------- covenants with, PixTech to TriPath that: (a) UMC the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by companies comparable to PixTechTriPath, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesShares and the Securities; (b) UMC the Purchaser is acquiring the Shares Securities in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares;Securities. (c) UMC the Purchaser understands that the Shares Securities are "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech TriPath in a an exempt transaction not involving a public offering pursuant to Regulation D under the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection UMC the Purchaser represents that it is familiar with Regulation D and SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; (d) UMC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder. (e) UMC Purchaser qualifies as an "accredited investor" within the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act and is not a resident of any of the United States of America; (e) the Purchaser agrees to resell the Securities only pursuant to registration under the Securities Act, or pursuant to an available exemption from registration and agrees not to engage in hedging transactions with regard to such Securities unless in compliance with the Securities Act; and (f) It is understood the Purchaser understands that the certificates evidencing the Shares and the Warrant Shares shall bear the following legend unless and until the resale of the Shares and the Warrant Shares pursuant to an effective Registration Statement or until the Shares and the Warrant Shares may be sold under Rule 144 without restrictions: . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT , OR, IF REQUESTED BY PIXTECH, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH AND ITS COUNSEL, TRIPATH THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH SUCH ACT.

Investment Considerations. UMC represents Watsxx xxxresents and warrants to, and ------------------------- covenants with, PixTech Genelabs that: (a) UMC is Watsxx xx knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by companies comparable to PixTechGenelabs, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesSecurities; (b) UMC is Watsxx xx acquiring the Shares in the ordinary course of its business and Securities for its own account for investment only and with no present intention of distributing any of such Shares shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (c) UMC understands Watsxx xxxerstands that the Shares Securities it is purchasing are "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech Genelabs in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection UMC represents Watsxx xxxresents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; (d) UMC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder. (e) UMC qualifies Watsxx xxxlifies as an "accredited investor" within the meaning of Rule 501(a)(3) 501 of Regulation D promulgated under the Securities Act and is not a resident of any of the United States of AmericaAct; and (fe) It is understood that the certificates evidencing the Shares Securities shall bear the following legend unless legend: "These securities have not been registered under the Securities Act of 1933, as amended (the "Act"). They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or, if requested by Genelabs, an opinion of counsel reasonably satisfactory to Genelabs and until its counsel, that such registration is not required under such Act. "These securities are subject to restrictions set forth in that certain Stock and Warrant Purchase Agreement, dated as of November 12, 2000, including restrictions on the resale voting and the acquisition of the Shares pursuant to an effective Registration Statement or until the Shares may be sold under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, IF REQUESTED BY PIXTECH, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACTother securities of Genelabs."

Investment Considerations. UMC represents and warrants to, and ------------------------- covenants with, PixTech that: (a) UMC 2.2.4.1. Microsoft is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Purchased Shares, including investments in securities issued by companies comparable to PixTechCMG, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Purchased Shares;. (b) UMC 2.2.4.2. Microsoft is acquiring the number of Purchased Shares set forth in Section 1.1 in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Purchased Shares or any arrangement or understanding with any other persons regarding the distribution of such Purchased Shares;. (c) UMC 2.2.4.3. Microsoft understands that the Purchased Shares are "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech CMG in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Securities Act"), only in certain limited circumstances. In this connection UMC Microsoft represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act;. (d) UMC 2.2.4.4. Microsoft will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Purchased Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder. (e) UMC 2.2.4.5. Microsoft qualifies as an "accredited investor" within the meaning of Rule 501(a)(3) 501 of Regulation D promulgated under the Securities Act and is not a resident of any of the United States of America; andAct. (f) 2.2.4.6. It is understood that the certificates evidencing the Purchased Shares shall will bear the following legend unless and until the resale of the Shares pursuant to an effective Registration Statement or until the Shares may be sold under Rule 144 without restrictionsset forth below: THESE THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY 1933 MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT EFECT WITH RESPECT TO THE SECURITIES UNDER SUCH THE ACT OR, IF REQUESTED BY PIXTECHCMG, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH CMG AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. The legend set forth above will be removed by CMG from any certificate evidencing Purchased Shares upon delivery to CMG written verification that a registration statement under the 1933 Act is at that time in effect with respect to the legended security, an opinion by counsel, reasonably satisfactory to CMG that such security can be freely transferred in a public sale without such a registration statement being in effect, or verification, reasonably satisfactory to CMG, that the Purchased Shares are being transferred in a transaction permitted pursuant to Rule 144 or are exempt from Rule 144 pursuant to Rule 144(k).

Investment Considerations. UMC Pfizer represents and warrants to, and ------------------------- covenants with, PixTech ArQule that: (a) UMC Pfizer is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by companies comparable to PixTechArQule, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (b) UMC Pfizer is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (c) UMC Pfizer understands that the Shares are "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from PixTech ArQule in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection UMC Pfizer represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; (d) UMC Pfizer will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder.; (e) UMC Pfizer qualifies as an "“accredited investor" ” within the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act and is not a resident of any of the United States of AmericaAct; and (f) It is understood that the certificates evidencing the Shares shall bear the following legend unless and until the resale of the Shares pursuant to an effective Registration Statement (as defined below) or until the Shares may be sold under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, IF REQUESTED BY PIXTECHARQULE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH ARQULE AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

Investment Considerations. UMC The Purchaser represents and warrants to, and ------------------------- covenants with, PixTech to TriPath that: (a) UMC the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by companies comparable to PixTechTriPath, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesShares and the Securities; (b) UMC the Purchaser is acquiring the Shares Securities in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares;Securities. (c) UMC the Purchaser understands that the Shares Securities are "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech TriPath in a an exempt transaction not involving a public offering pursuant to Regulation D under the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection UMC the Purchaser represents that it is familiar with Regulation D and SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; (d) UMC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder. (e) UMC Purchaser qualifies as an "accredited investor" within the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act and is not a resident of any of the United States of America; and; (fe) It is understood that the certificates evidencing Purchaser agrees to resell the Shares shall bear Securities only pursuant to registration under the following legend unless and until the resale of the Shares Securities Act, or pursuant to an effective Registration Statement or until the Shares may be sold under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, IF REQUESTED BY PIXTECH, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.available exemption from registration and agrees not to engage

Investment Considerations. UMC Pfizer represents and warrants to, and ------------------------- covenants with, PixTech ArQule that: (a) UMC Pfizer is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by companies comparable to PixTechArQule, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (b) UMC Pfizer is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (c) UMC Pfizer understands that the Shares are "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech ArQule in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection UMC Pfizer represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; (d) UMC Pfizer will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder.; (e) UMC Pfizer qualifies as an "accredited investor" within the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act and is not a resident of any of the United States of AmericaAct; and (f) It is understood that the certificates evidencing the Shares shall bear the following legend unless and until the resale of the Shares pursuant to an effective Registration Statement (as defined below) or until the Shares may be sold under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, IF REQUESTED BY PIXTECHARQULE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH ARQULE AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

Investment Considerations. UMC represents The Holder: (i) has such knowledge and warrants to, experience in financial and ------------------------- covenants business matters as to be capable of evaluating the merits and risks of an investment in the New Notes and it is able to bear the economic risk of loss of its investment; (ii) has received all necessary information it considers necessary or appropriate for deciding whether to exchange its Exchange Notes for New Notes hereunder and has not received or been provided with, PixTech that: (a) UMC is knowledgeablenor has it requested, sophisticated nor does it have any need to receive, any offering memorandum, prospectus, sales or advertising literature or any other document describing or purporting to describe the business and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase affairs of the Shares, including investments in securities issued by companies comparable to PixTech, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase Company or the Shares; risks associated therewith; (biii) UMC is acquiring the Shares in the ordinary course of its business and New Notes for its own account account, not as nominee or agent, for investment purposes only and not with no present intention a view to any resale, distribution or other disposition of distributing any of such Shares the New Notes or any arrangement part thereof; (iv) understands the New Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or understanding with the securities laws of any other persons regarding state of the distribution United States and that the sale contemplated hereby is being made in reliance on an exemption from such registration requirements and the certificates representing the New Notes (and any certificates issued in exchange or substitution for the New Notes and/or for any Shares issued upon conversion of such Shares; the New Notes) may bear a legend as prescribed by applicable securities laws; and (cv) UMC understands that the Shares New Notes are "“restricted securities" ” under the applicable federal securities laws inasmuch as they are being acquired from PixTech in a transaction not involving a public offering and that under such laws the 1933 Act and applicable regulations such securities the rules of the SEC provide in substance that the Holder may be resold without dispose of the New Notes only pursuant to an effective registration statement under the Securities 1933 Act only in certain limited circumstancesor an exemption therefrom, and the Holder understands that the Company has no obligation to register any of the New Notes or to take action so as to permit sales pursuant to the 1933 Act (including Rule 144 thereunder). In this connection UMC The Holder represents that it is familiar with SEC Rule 144144 promulgated under the 1933 Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities 1933 Act; (d) UMC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder. (e) UMC qualifies as an "accredited investor" within the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act and is not a resident of any of the United States of America; and (f) It is understood that the certificates evidencing the Shares shall bear the following legend unless and until the resale of the Shares pursuant to an effective Registration Statement or until the Shares may be sold under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, IF REQUESTED BY PIXTECH, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

Investment Considerations. UMC Xxxxxxxx represents and warrants to, and ------------------------- covenants with, PixTech that: (a) UMC Xxxxxxxx is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by companies comparable to PixTech, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (b) UMC Xxxxxxxx is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (c) UMC Xxxxxxxx understands that the Shares are "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection UMC Xxxxxxxx represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; (d) UMC Xxxxxxxx will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder.; (e) UMC Xxxxxxxx qualifies as an "accredited investor" within the meaning of Rule 501(a)(3501(a) of Regulation D promulgated under the Securities Act and is not a resident of any the state of New York and the United States state of AmericaMaryland; and (f) It is understood that the certificates evidencing the Shares Stock Certificates shall bear the following legend unless and until the resale of the Shares pursuant to an effective Registration Statement or until the Shares may be sold under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, IF REQUESTED BY PIXTECH, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

Investment Considerations. UMC Shire represents and warrants to, ------------------------- and ------------------------- covenants with, PixTech Cortex that: (a) UMC is knowledgeable, sophisticated and experienced Shire has the business experience to protect its interests in making, and is qualified to make, decisions connection with respect to investments in shares presenting an this investment decision like that involved in the purchase of the Shares, including investments in securities issued by companies comparable to PixTech, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (b) UMC Shire is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares within the meaning of Section 2(11) of the Securities Act of 1933 (the "Securities Act") or any arrangement or understanding with any other persons regarding the distribution of such SharesShares (within the meaning of the Securities Act); (c) UMC Shire understands that the Shares it is purchasing are "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech Cortex in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection UMC represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; (d) UMC Shire will not, directly or indirectly, offer, sell, pledge, pledge transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, Act and the rules and regulations promulgated thereunder. Without in any way limiting the representations set forth above, Shire further agrees not to make any disposition of all or any portion of the Shares for a period of the longer of (i) two (2) years following the date of acquisition of the Shares, or (ii) if Shire exercises the Option under the Option Agreement, the end of the Research Phase as defined in the Development and License Agreement entered into between Shire and Cortex in connection with such Option exercise, and, after such time, only if (x) there is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (y) (A) Shire shall have notified Cortex of the proposed disposition and shall have furnished Cortex with a detailed statement of the circumstances surrounding the proposed disposition, and (B) if requested by Cortex, Shire shall have furnished Cortex with an opinion of counsel, reasonably satisfactory to Cortex and its counsel, that such disposition will not require registration of such shares under the Securities Act, provided that Cortex shall not require such opinion to the extent such disposition is in accordance with Rule 144. In addition, Shire will not dispose of more than [*] Shares in any calendar month, irrespective of its disposition of shares in any prior calendar month. (e) UMC Shire qualifies as an "accredited investor" within the meaning of Rule 501(a)(3) 501 of Regulation D promulgated under the Securities Act and is not a resident of any of the United States of AmericaAct; and (f) It is understood that the certificates evidencing the Shares shall bear the following legend unless and until legend: * CONFIDENTIAL PROVISIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION "These securities have not been registered under the resale Securities Act of the Shares pursuant to an effective Registration Statement or until the Shares may be sold under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLDThey may not be sold, OFFERED FOR SALEoffered for sale, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT ORpledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or, IF REQUESTED BY PIXTECHif requested by Cortex, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH AND ITS COUNSELan opinion of counsel reasonably satisfactory to Cortex and its counsel, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACTthat such registration is not required under such Act."

Investment Considerations. UMC Each of the Purchasers represents and ------------------------- warrants to, and ------------------------- covenants with, PixTech only with respect to itself that: (a) UMC The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by companies comparable to PixTech, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (b) UMC The Purchaser is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act; (c) UMC The Purchaser understands that the Shares are "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection UMC the Purchaser represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; (d) UMC The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder. (e) UMC qualifies as an "accredited investor" within the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act and is not a resident of any of the United States of America; and; (f) It is understood that the certificates evidencing the Shares Stock Certificates shall bear the following legend unless and until the resale of the Shares pursuant to an effective Registration Statement or until the Shares may be sold under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, IF REQUESTED BY PIXTECH, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. The legend set forth above shall be removed and PixTech shall issue a certificate without such legend to the holder of the Shares upon which it is stamped and no legend shall be placed on the Converted Shares, if, unless otherwise required by state securities laws, (i) such Shares or Converted Shares are registered for sale under the Securities Act, (ii) in connection with a sale transaction, such holder provides PixTech with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Shares or the Converted Shares, as the case may be, may be made without registration under the Securities Act, or (iii) such holder provides PixTech with reasonable assurances (including an opinion of counsel) that the Shares or the Converted Shares, as the case may be, can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold.

Investment Considerations. UMC Xxxxxxxx represents and warrants -------------------------- to, and ------------------------- covenants with, PixTech that: (a) UMC Xxxxxxxx is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by companies comparable to PixTech, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (b) UMC Xxxxxxxx is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (c) UMC Xxxxxxxx understands that the Shares are "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection UMC Xxxxxxxx represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; (d) UMC Xxxxxxxx will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder.; (e) UMC Xxxxxxxx qualifies as an "accredited investor" within the meaning of Rule 501(a)(3501(a) of Regulation D promulgated under the Securities Act and is not a resident of any the state of New York and the United States state of AmericaMaryland; and (f) It is understood that the certificates evidencing the Shares Stock Certificates shall bear the following legend unless and until the resale of the Shares pursuant to an effective Registration Statement or until the Shares may be sold under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, IF REQUESTED BY PIXTECH, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

Investment Considerations. UMC The undersigned represents and warrants to, that he is acquiring the shares of Holdings Common Stock for his own account for the purpose of investment and ------------------------- covenants with, PixTech thatnot with a view to or for sale in connection with any distribution or other allocation thereof. The undersigned further represents and warrants as follows: (a) UMC is knowledgeableThe undersigned shall not make any sale, sophisticated and experienced transfer or other disposition of shares of Holdings Common Stock (the "SECURITIES") in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase violation of the SharesSecurities Act of 1933, including investments in as amended (the "1933 Act") or any applicable state securities issued by companies comparable to PixTech, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase laws (the Shares;"State Acts"). (b) UMC The undersigned understands that the shares of Holdings Common Stock have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) or 4(6) thereof, that the Securities are not being registered under any State Acts on the ground that this transaction is acquiring exempt from registration thereunder and that reliance by Holdings on such exemptions is predicated in part on his representations set forth in this Agreement. The undersigned agrees that Holdings may refuse to permit him to sell, transfer or dispose of the Shares Securities unless there is in effect a registration statement under any State Acts and the ordinary course 1933 Act covering such transfer or he furnishes an opinion of its business counsel, satisfactory to counsel for Holdings, to the effect that such registration is not required. The undersigned also understands and agrees that stop transfer instructions will be noted on the appropriate records of Holdings and that there will be placed on the certificate or certificates for its own account for investment only and with no present intention of distributing any of such Shares the shares, or any arrangement substitutions therefor, a legend reflecting the fact that the shares have not been registered under the 1933 Act or understanding with any other persons regarding the distribution of such Shares;State Act. (c) UMC The undersigned understands that he may not make any sale of the Shares are "restricted securities" under the federal securities laws inasmuch as they are being acquired from PixTech in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold Securities without registration under the Securities 1933 Act only in certain limited circumstances. In this connection UMC represents that it is familiar except upon compliance with SEC Regulation A, Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act;144 or some other exemption from such registration. (d) UMC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any The undersigned understands that his ownership of the Shares except in compliance with shares of Holdings Common Stock may be subject to the Securities Actterms of the New Stockholders Agreement, which contains certain restrictions on transfer, options and the rules and regulations promulgated thereunderother limitations on his ownership of Holdings Common Stock. (e) UMC qualifies as The undersigned has received no public solicitation or advertisement concerning an "accredited investor" within offer to sell the meaning shares. (f) The undersigned acknowledges and understands that the acquisition of the Securities involves a high degree of risk and can afford to lose his entire investment in the Securities. The undersigned further understands that the exemption from registration afforded by Rule 501(a)(3) of Regulation D promulgated 144 under the Securities Act depends on the satisfaction of various conditions and is not a resident that, if applicable, Rule 144 affords the exemptions of any of the United States of America; and (f) It is understood that the certificates evidencing the Shares shall bear the following legend unless and until the resale sale of the Shares pursuant of Holdings Common Stock only in limited amounts under certain conditions. The undersigned acknowledges that he has had a full opportunity prior to an effective Registration Statement or until the Shares may be sold under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, IF REQUESTED BY PIXTECH, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PIXTECH AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACTdate hereof to ask questions about the Company and Holdings and to request from Holdings and has received all information which he deems relevant in making a decision to participate in the Merger.