Common use of Investment Intention Clause in Contracts

Investment Intention. The Purchaser represents and warrants that it is acquiring the Shares solely for its own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and in compliance with applicable state securities or “blue sky” laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and (ii) such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it the -------------------- Purchaser is acquiring the Shares solely for its the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules --------------- and regulations of the Securities and Exchange Commission (the “"Commission”") ---------- thereunder, and in compliance with applicable state securities or “"blue sky” " laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless any transferee of the - Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless -- (A) such disposition is pursuant to an effective registration statement under - the Securities Act, (B) the Purchaser shall have delivered to the Company Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the Companyeffect that the Purchaser is not an "affiliate" of Holding within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") -------- or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably - satisfactory to the CompanyHolding, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it the Purchaser is acquiring the Shares solely for its the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state and foreign securities or “"blue sky” " laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of Sections 4 through 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company Holding an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the CompanyHolding, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the CompanyHolding, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it the Purchaser is acquiring the Shares solely for its the Purchaser’s own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and in compliance with applicable state securities or “blue sky” laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of Section 4 herein and the Shareholders Agreement shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

Investment Intention. The Purchaser Participant represents and warrants that it the Participant is acquiring the Series E Shares solely for its the Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser Participant agrees that it the Participant will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Series E Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Series E Shares), except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and in compliance with applicable state and foreign securities or “blue sky” laws. The Purchaser Participant further understands, acknowledges and agrees that none of the Series E Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser Participant shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section section 5 of the Securities Act, or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and disposition, or (D) following a Qualified IPO, in an exempt transaction under Rule 144, (ii) unless such disposition is pursuant to registration under any applicable state and foreign securities laws or an exemption therefromtherefrom and (iii) unless the applicable provisions of the Plan, this Agreement and the Securityholders Agreement shall have been complied with or have expired.

Investment Intention. The Purchaser Seller represents and warrants that it is acquiring the Shares Promissory Note and any shares of Public Entity Stock issued upon conversion thereof (the "SHARES") solely for its own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser Seller agrees that it will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of the Promissory Note or any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of the Promissory Note or any Shares), except in compliance with the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), and the rules and regulations of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder, and in compliance with applicable state securities or “"blue sky” " laws. The Purchaser Seller further understands, acknowledges and agrees that none neither the Promissory Note nor any of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless any contractual resale restrictions to which the Shares are subject shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser Seller shall have delivered to the Company Public Entity an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the CompanyPublic Entity, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the CompanyPublic Entity, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it the Purchaser is acquiring the Shares solely for its the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Except as contemplated by the Promissory Note and the Security Agreement, the Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state securities or “"blue sky” " laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions hereof shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the Purchaser is not an "affiliate" of the Company within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it is acquiring the Shares solely for its own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state securities or “"blue sky” " laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and (ii) such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it -------------------- the Purchaser is acquiring the Shares solely for its the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and -------------- regulations of the Securities and Exchange Commission (the “"Commission”") ---------- thereunder, and in compliance with applicable state securities or “"blue sky” " laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of - Sections 4 through 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective -- - registration statement under the Securities Act, (B) the Purchaser shall have - delivered to the Company Holding an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the CompanyHolding, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from - the Commission, reasonably satisfactory to the CompanyHolding, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant --- to registration under any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it he is acquiring the Shares solely for its his own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it he will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state and foreign securities or “"blue sky” " laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of Sections 4 through 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company Worldwide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the CompanyWorldwide, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the CompanyWorldwide, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

Investment Intention. The Purchaser Director represents and warrants that it the Director is acquiring the Shares solely for its the Director's own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser Director agrees that it the Director will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “Securities "SECURITIES Act”"), and the rules and regulations of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder, and in compliance with applicable state and foreign securities or “"blue sky” " laws. The Purchaser Director further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of Sections 4 through 6 hereof, inclusive, shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser Director shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it the Purchaser is acquiring the Shares solely for its the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state securities or “"blue sky” " laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless any transferee of the Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company Holding an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the CompanyHolding, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the CompanyHolding, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it the Purchaser is acquiring the Shares solely for its the Purchaser’s own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and in compliance with applicable state and foreign securities or “blue sky” laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of Sections 4 and 5, and the applicable provisions of the Agreement (including, but not limited to, the Plan as incorporated by reference herein) and the Stockholders Agreement shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition disposition, and (iiiii) unless such disposition is pursuant to registration under any applicable state and foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it the Purchaser is acquiring the Shares solely for its the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction thereof, it being understood that the Purchaser may sell some or series of transactions that would be in violation all of the securities laws of the United States or any state thereofShares to Holding. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state securities or “"blue sky” " laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless any transferee of the Purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in form and substance to Holding, to make the representations and warranties set forth in Section 3 hereof, other than Section 3(f), and to be bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company Holding an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the CompanyHolding, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the CompanyHolding, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it -------------------- the Purchaser is acquiring the Shares solely for its the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and -------------- regulations of the Securities and Exchange Commission (the “"Commission”") ---------- thereunder, and in compliance with applicable state securities or “"blue sky” " laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of - Sections 4 through 6 hereof, inclusive, shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to -- - an effective registration statement under the Securities Act, (B) the Purchaser - shall have delivered to the Company Holding an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the CompanyHolding, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a - no-action letter from the Commission, reasonably satisfactory to the CompanyHolding, shall have been obtained with respect to such disposition and (iiiii) unless such --- disposition is pursuant to registration under any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser Grantee represents and warrants that it he is acquiring the Shares Units solely for its his own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser Grantee agrees that it he will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares Units (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any SharesUnits), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state and foreign securities or “"blue sky” " laws. The Purchaser Grantee further understands, acknowledges and agrees that none of the Shares Units may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of Sections 4 through 7 hereof, inclusive, shall have been complied with or have expired, (ii) unless the LLC Agreement has been complied with or have expired, (iii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser Grantee shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and (iiiv) unless such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it the Purchaser is acquiring the Shares solely for its the Purchaser’s own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and in compliance with applicable state and foreign securities or “blue sky” laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of Section 4, and the applicable provisions of the Agreement (including, but not limited to, the Plan as incorporated by reference herein) and the Stockholders Agreement shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition disposition, and (iiiii) unless such disposition is pursuant to registration under any applicable state and foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it he is acquiring the Shares solely for its his own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it he will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state and foreign securities or “"blue sky” " laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of Sections 4 through 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless the provisions of the Certificate of Incorporation have been complied with or have expired, (iii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and (iiiv) unless such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it the -------------------- Purchaser is acquiring the Shares solely for its the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state and foreign securities or “"blue sky” " laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of Sections 4 through 8 hereof, inclusive, - shall have been complied with or have expired, (ii) unless (A) such disposition -- - is pursuant to an effective registration statement under the Securities Act, (B) - the Purchaser shall have delivered to the Company Holding an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the CompanyHolding, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably - satisfactory to the CompanyHolding, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it the Purchaser is acquiring the Shares solely for its the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction thereof, it being understood that the Purchaser may sell some or series of transactions that would be in violation all of the securities laws of the United States or any state thereofShares to Holding. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state and foreign securities or “"blue sky” " laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of Sections 4 through 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company Holding an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the CompanyHolding, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the CompanyHolding, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Such Purchaser represents and warrants that it is acquiring the Halter Shares solely for its his or her own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Each Purchaser agrees that it he or she will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Halter Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Halter Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state securities or “"blue sky” " laws. The Each Purchaser further understands, acknowledges and agrees that none of the Halter Shares may be transferred, sold, pledged, hypothecated hypothecate or otherwise disposed of unless (i) (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) such disposition (including but not limited to any transfer, sale, pledge, hypothecation or other disposition of the Halter Shares by each Purchaser to any of his or her affiliates, or by any such affiliate to another such affiliate) is exempt from the provisions of Section 5 of the Securities Act and each Purchaser shall have delivered to the Company an opinion of counsel, which opinion and of counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and (ii) such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it the Purchaser is acquiring the Shares solely for its the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state and foreign securities or “"blue sky” " laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of Sections 4 through 6 hereof, inclusive, shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

Investment Intention. The Purchaser Participant represents and warrants that it the Participant is acquiring the Series F Shares solely for its the Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser Participant agrees that it the Participant will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Series F Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Series F Shares), except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and in compliance with applicable state and foreign securities or “blue sky” laws. The Purchaser Participant further understands, acknowledges and agrees that none of the Series F Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser Participant shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section section 5 of the Securities Act, or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and disposition, or (D) following a Qualified IPO, in an exempt transaction under Rule 144, (ii) unless such disposition is pursuant to registration under any applicable state and foreign securities laws or an exemption therefromtherefrom and (iii) unless the applicable provisions of the Plan, this Agreement and the Securityholders Agreement shall have been complied with or have expired.

Investment Intention. The Purchaser represents and warrants that it -------------------- he is acquiring the Shares solely for its his own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it he will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state securities or “"blue sky” " laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of - Sections 4 through 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective -- - registration statement under the Securities Act, (B) the Purchaser shall have - delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-no- - action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and (iiiii) unless such --- disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it the Purchaser is acquiring the Shares solely for its the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state securities or “"blue sky” " laws and foreign securities laws, if any. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of Sections 4 through 8 hereof, inclusive, shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the Purchaser is not an "affiliate" of the Company within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405") or, if the Purchaser is an affiliate within the meaning of Rule 405, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser represents and warrants that it the -------------------- Purchaser is acquiring the Shares solely for its the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and in compliance with applicable state securities or “"blue sky” " laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless the provisions of Section 4 shall have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, Act or (C) a no-action letter from the Securities and Exchange Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and (iiiii) unless such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

Investment Intention. The Purchaser Participant represents and warrants that it the Participant is acquiring the Shares solely for its the Participant’s own account for investment and not with a view to to, or for sale in connection with with, any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser Participant agrees that it the Participant will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares Restricted Stock (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any SharesRestricted Stock), or any interest therein or any rights relating thereto, except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and in compliance with all applicable state or non-U.S. securities or “blue sky” lawslaws and the Stockholders Agreement. The Purchaser Participant further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) unless (A) such disposition is pursuant to an effective registration statement under the Securities ActAct or other applicable non-U.S. securities laws, (B) the Purchaser Participant shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section section 5 of the Securities Act, or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and disposition, or (D) following a Public Offering, in an exempt transaction under Rule 144, (ii) unless such disposition is pursuant to registration under any applicable state and non-U.S. securities laws or an exemption therefromtherefrom and (iii) unless the applicable provisions of the Plan, this Agreement and the Stockholders Agreement shall have been complied with or have expired.

Investment Intention. The Purchaser represents and warrants that it is acquiring the Shares solely for its own account for investment and not with a view to or for sale in connection with any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Purchaser agrees that it will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder, and in compliance with applicable state securities or “"blue sky” " laws. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless (i) (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Purchaser shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act, or (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition and (ii) such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.