Common use of Investment Intent; Qualification as Purchaser Clause in Contracts

Investment Intent; Qualification as Purchaser. (a) The Subscriber represents and warrants that the Shares to be acquired pursuant to the terms hereof are being acquired for its own account, for investment purposes and not with a view to the distribution thereof. The Subscriber agrees that it will not sell, assign, transfer, encumber or otherwise dispose of any of the Shares unless (i) a registration statement under the Securities Act with respect to the Shares is in effect and the prospectus included therein meets the requirements of Section 10 of the Securities Act, or (ii) pursuant to an exemption from registration under the Securities Act. In the event, Subscriber relies on such an exemption, upon written request of EXTECH, prior to any disposition of any Shares, Subscriber shall provide to EXTECH a written opinion of its counsel that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, transfer, encumbrance or disposition does not require registration under the Securities Act. (b) The Subscriber understands and acknowledges that the Shares are not being registered under the Securities Act and must be hold indefinitely unless they are subsequently registered thereunder or an exemption from such registration is available. (c) The Subscriber represents and warrants that (i) it is an "accredited investor," as such term is defined in Rule 501(a) promulgated by the SEC under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Shares contemplated hereby; (ii) it is able to bear the economic risk of an investment in the Shares, including, without limitation, the risk of the loss of part or all of its investment and the inability to sell or transfer the Shares for an indefinite period of time; (iii) it has adequate means of providing for current needs and contingencies and has no need for liquidity in its investment in the Shares; and (iv) it does not have an overall commitment to investments which are not readily marketable that is excessive in proportion to its net worth and an investment in the Shares will not cause such overall commitment to become excessive. The Subscriber will execute and deliver to EXTECH such documents as EXTECH may reasonably request in order to confirm the accuracy of the foregoing.

Investment Intent; Qualification as Purchaser. (a) The Subscriber Certilman, Haft and each Shareholder represents and warrants that the particular EXTECH Shares and Sterling Foster Shares to be acquired pursuant to the xxxxxxxx xx xhe terms hereof are being acquired for its his own account, for investment purposes and not with a view to the distribution thereof. The Subscriber Certilman, Haft and each Shareholder each agrees that it he will not sell, assign, transfer, encumber or otherwise dispose of any of the particular EXTECH Shares or Sterling Foster Shares unless (i) a registration statement xxxxxxxxxxxx xxxtement under the Securities Act with respect to the Shares thereto is in effect and the prospectus included therein meets the requirements of Section 10 of the Securities Act, or (ii) pursuant to an exemption from registration under the Securities Act. In the event, Subscriber relies on such an exemption, upon written request of EXTECH, prior to any disposition of any Shares, Subscriber shall provide to EXTECH has received a written opinion of its counsel that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, transfer, encumbrance or disposition does not require registration under the Securities Act. (b) The Subscriber Certilman, Haft and each Shareholder understands and acknowledges that none of the EXTECH Shares or Sterling Foster Shares are not being registered under regxxxxxxx xxxxx the Securities Act and must be hold held indefinitely unless they are subsequently registered thereunder or an exemption from such registration is available. (c) The Subscriber Certilman, Haft and each Shareholder represents and warrants that he and his purchaser representative, if any, have reviewed the SEC Report. Certilman, Haft and each Shareholder represents and warrants further that (i) it he is either an "accredited investor," as such term is defined in Rule 501(a) promulgated by the SEC under the Securities Act, and or that he, alone or with his purchaser representative, if any, has such knowledge and experience in financial and business matters that it he is capable of evaluating the merits and risks of the acquisition of the particular EXTECH Shares and Sterling Foster Shares contemplated herebyxxxxxx; (iixx) it xe is able to bear the economic risk of an investment in the particular EXTECH Shares and Sterling Foster Shares, including, without limitationxxxxxxx xxxxxxxion, the risk of the loss of part or all of its his investment and the inability to sell or transfer the particular EXTECH Shares and Sterling Foster Shares for an indefinite period indexxxxxx xxxxxx of time; (iii) it he has adequate means of providing for current needs and contingencies and has no need for liquidity in its his investment in the particular EXTECH Shares and Sterling Foster Shares; and (iv) it does not have an he xxxx xxx xxxx xn overall commitment to investments which are not readily marketable that is excessive in proportion to its his net worth and an investment in the particular EXTECH Shares and Sterling Foster Shares will not cause such overall cauxx xxxx xxxxxxx commitment to become excessive. The Subscriber Certilman, Haft and each Shareholder will execute and deliver to EXTECH such documents as EXTECH may reasonably request in order to confirm the accuracy of the foregoing.. EXTECH CORPORATION 32

Investment Intent; Qualification as Purchaser. (a) The Subscriber represents and warrants that the Xxxxx Shares to be acquired pursuant to the terms hereof are being acquired for its Seller’s own accountaccount(s), for investment purposes and not with a view for distribution or resale to the distribution thereofothers (other than Shareholders). The Subscriber agrees that it Seller will not sell, assign, transfer, encumber or otherwise dispose of any of the such Shares unless (i) a registration statement under the Securities Act with respect to the Shares thereto is in effect and the prospectus included therein meets the requirements of Section 10 of the Securities Act, or (ii) pursuant to an exemption from registration under the Securities Act. In the event, Subscriber relies on such an exemption, upon written request of EXTECH, prior to any disposition of any Shares, Subscriber shall provide to EXTECH Xxxxx has received a written opinion of its counsel that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, transfer, encumbrance or disposition does not require registration under the Securities Act. (b) The Subscriber Seller understands and acknowledges that that, except as otherwise provided in this Agreement, the Shares are not being registered under the Securities Act and must be hold held indefinitely unless they are subsequently registered thereunder or an exemption from such registration is available. (c) The Subscriber Seller and its purchaser representative, if any, have reviewed Xxxxx’x Annual Report on Form 10-K for the fiscal year ended June 30, 2010, Quarterly Report on Form 10-Q for the period ended September 30, 2010 and any Reports on Form 8-K, proxy statements and registration statements or related filings under the Securities Act or the Securities Exchange Act of 1934, as amended, made by Xxxxx during Xxxxx’x fiscal years ended 2010 and ending 2011 (“Xxxxx’x SEC Reports”). Seller represents and warrants further that (i) it is an "“accredited investor," ” as such term is defined in Rule 501(a) promulgated by the SEC under the Securities Act, and that it, alone or with it purchaser representative, if any, has such knowledge and experience in financial and business matters that it and he is capable of evaluating the merits and risks of the acquisition of the Xxxxx Shares contemplated hereby; (ii) it is able to bear the economic risk of an investment in the Shares, including, without limitation, the risk of the loss of part or all of its investment and the inability to sell or transfer the Shares for an indefinite period of time; (iii) it has adequate means of providing for current needs and contingencies and has no need for liquidity in its investment in the Shares; and (iv) it does not have an overall commitment to investments which are not readily marketable that is excessive in proportion to its net worth and an investment in the Shares will not cause such overall commitment to become excessive. The Subscriber Seller will execute and deliver to EXTECH Xxxxx such documents as EXTECH Xxxxx may reasonably request in order to confirm the accuracy of the foregoing. (d) Seller understands that the Shares are not being registered under the Securities Act in part on the ground that the issuance thereof is exempt under Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering and that Xxxxx’x reliance on such exemption is predicated in part on the foregoing representations and warranties of Seller.

Investment Intent; Qualification as Purchaser. (a) The Subscriber represents and warrants that the Purchaser Shares to be acquired pursuant to the terms hereof are being acquired for its such Seller’s own accountaccount(s), for investment purposes and not with a view for distribution or resale to the distribution thereofothers. The Subscriber agrees that it Such Seller will not sell, assign, transfer, encumber or otherwise dispose of any of the such Purchaser Shares unless (i) a registration statement under the Securities Act with respect to the Shares thereto is in effect and the prospectus included therein meets the requirements of Section 10 of the Securities Act, or (ii) pursuant to an exemption from registration under the Securities Act. In the event, Subscriber relies on such an exemption, upon written request of EXTECH, prior to any disposition of any Shares, Subscriber shall provide to EXTECH Purchaser has received a written opinion of its counsel that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, transfer, encumbrance or disposition does not require registration under the Securities Act. (b) The Subscriber Such Seller understands and acknowledges that the Purchaser Shares are not being registered under the Securities Act and must be hold indefinitely held indefinitely, unless they are subsequently registered thereunder or an exemption from such registration is available. (c) The Subscriber Such Seller represents and warrants that (i) it is an "“accredited investor," ” as such term is defined in Rule 501(a) promulgated by the SEC under the Securities Act, and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Purchaser Shares contemplated hereby; (ii) it is able to bear the economic risk of an investment in the Shares, including, without limitation, the risk of the loss of part or all of its investment and the inability to sell or transfer the Shares for an indefinite period of time; (iii) it has adequate means of providing for current needs and contingencies and has no need for liquidity in its investment in the Shares; and (iv) it does not have an overall commitment to investments which are not readily marketable that is excessive in proportion to its net worth and an investment in the Shares will not cause such overall commitment to become excessive. The Subscriber Such Seller will execute and deliver to EXTECH the Purchaser such documents as EXTECH the Purchaser may reasonably request in order to confirm the accuracy of the foregoing. (d) Such Seller understands that the Purchaser Shares are not being registered under the Securities Act in part on the ground that the issuance thereof is exempt under Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering and that the Purchaser’s reliance on such exemption is predicated in part on the foregoing representations and warranties of such Seller.

Investment Intent; Qualification as Purchaser. (a) The Subscriber Rugby Shareholder represents and warrants that the Shares Compu-DAWN Securities to be acquired acquxxxx pursuant to the terms hereof are being acquired for its his own account, for investment purposes and not with a view to the distribution thereof. The Subscriber Rugby Shareholder agrees that it he will not sell, assign, transfer, encumber or otherwise dispose of any of the Shares Compu-DAWN Securities unless (ix) a registration statement under the Securities Act with respect to the Shares thereto is in effect and the prospectus included therein meets the requirements of Section 10 of the Securities Act, or (ii) pursuant to an exemption from registration under the Securities Act. In the event, Subscriber relies on such an exemption, upon written request of EXTECH, prior to any disposition of any Shares, Subscriber shall provide to EXTECH Compu-DAWN has received a written opinion of its counsel that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, transfer, encumbrance or disposition does not require registration under the Securities Act. (b) The Subscriber Rugby Shareholder understands and acknowledges that the Shares are not Compu-DAWN Securities axx xot being registered under the Securities Act and must be hold held indefinitely unless they are subsequently registered thereunder or an exemption from such registration is available. (c) The Subscriber Rugby Shareholder represents and warrants that he and his purchaser representative, if any, have reviewed the SEC Report, have been furnished with all other materials relating to Compu-DAWN that they hxxx requested and have been afforded the opportunity to ask questions of Compu-DAWN management with regxxx to the foregoing. The Rugby Shareholder acknowledges and agrees that the materials furnished and answers provided shall not be deemed to modify any representation or warranty made by Compu-DAWN in this Agreement. (d) The Rugby Shareholder represents and warrants further that (i) it he is either an "accredited investor," as such term is defined in Rule 501(a) promulgated by the SEC under the Securities Act, and or that he, alone or with his purchaser representative, if any, has such knowledge and experience in financial and business matters that it he is capable of evaluating the merits and risks of the acquisition of the Shares contemplated herebyCompu-DAWN Securities contemplatex xxreby; (ii) it he is able to bear the economic risk of an investment in the SharesCompu-DAWN Securities, includingxxcluding, without limitation, the risk of the loss of part or all of its his investment and the inability to sell or transfer the Shares for Compu-DAWN Securities xxx an indefinite period of time; (iii) it he has adequate means of providing for current needs and contingencies and has no need for liquidity in its his investment in the SharesCompu-DAWN Securities; and (iv) it he does not have an overall commitment to investments which are not readily marketable that is excessive in proportion to its his net worth and an investment in the Shares Compu-DAWN Securities will not cause xxxxe such overall commitment to become excessive. The Subscriber Rugby Shareholder will execute and deliver to EXTECH Compu-DAWN such documents as EXTECH Coxxx-DAWN may reasonably request in order to confirm the accuracy of the foregoing. (e) The Rugby Shareholder understands that (i) the Compu-DAWN Securities xxx not being registered under the Securities Act on the ground that the issuance thereof is exempt under Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering and (ii) Compu-DAWN's reliance on such exemption is predicated in part on the foregoing representations and warranties of the Rugby Shareholder.

Investment Intent; Qualification as Purchaser. (a) The Subscriber represents and warrants that the Parent Shares to be acquired pursuant to the terms hereof are being acquired for its each Seller’s own accountaccount(s), for investment purposes and not with a view for distribution or resale to the distribution thereofothers. The Subscriber agrees that it No Seller will not sell, assign, transfer, encumber or otherwise dispose of any of the such Parent Shares unless (i) a registration statement under the Securities Act with respect to the Shares thereto is in effect and the prospectus included therein meets the requirements of Section 10 of the Securities Act, or (ii) pursuant to an exemption from registration under the Securities Act. In the event, Subscriber relies on such an exemption, upon written request of EXTECH, prior to any disposition of any Shares, Subscriber shall provide to EXTECH Parent has received a written opinion of its counsel that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, transfer, encumbrance or disposition does not require registration under the Securities Act. (b) The Subscriber Each Seller understands that, except as otherwise provided in this Agreement and acknowledges that in the Stockholders’ Rights Agreement, the Parent Shares are not being registered under the Securities Act and must be hold indefinitely held indefinitely, unless they are subsequently registered thereunder or an exemption from such registration is available. (c) The Subscriber Each Seller represents and warrants that (i) it is an "“accredited investor," ” as such term is defined in Rule 501(a) promulgated by the SEC under the Securities Act, and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Parent Shares contemplated hereby; (ii) it is able to bear the economic risk of an investment in the Shares, including, without limitation, the risk of the loss of part or all of its investment and the inability to sell or transfer the Shares for an indefinite period of time; (iii) it has adequate means of providing for current needs and contingencies and has no need for liquidity in its investment in the Shares; and (iv) it does not have an overall commitment to investments which are not readily marketable that is excessive in proportion to its net worth and an investment in the Shares will not cause such overall commitment to become excessive. The Subscriber Each Seller will execute and deliver to EXTECH Parent such documents as EXTECH Parent may reasonably request in order to confirm the accuracy of the foregoing. (d) Each Seller understands that the Parent Shares are not being registered under the Securities Act in part on the ground that the issuance thereof is exempt under Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering and that Parent’s reliance on such exemption is predicated in part on the foregoing representations and warranties of each Seller.