Common use of Investment Intention Clause in Contracts

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that 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 (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 Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect 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 or (C) a no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) 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 the -------------------- Purchaser he is acquiring the Shares Units solely for the Purchaser's his own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser Grantee agrees that the Purchaser 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 and foreign securities laws, if any. The Purchaser Grantee further understands, acknowledges and agrees that none of the Shares Units may be transferred, sold, pledged, hypothecated or otherwise disposed of (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 4 through 5 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 Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect 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 405Company, 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 Holdingthe Company, shall have been obtained with respect to such disposition and (iiiiv) 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 the -------------------- Purchaser he is acquiring the Shares solely for the Purchaser's his own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser 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 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 (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 4 through 5 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 Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect 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 405Company, 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 Holdingthe Company, shall have been obtained with respect to such disposition and (iiiiv) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The Purchaser Participant represents and warrants that the -------------------- Purchaser Participant is acquiring the Shares solely for the Purchaser's Participant’s own account for investment and not with a view to to, or for sale in connection with with, any distribution thereof. The Purchaser Participant agrees that the Purchaser 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" ” laws and foreign securities laws, if anythe 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 (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 ActAct or other applicable non-U.S. securities laws, (B) the Purchaser Participant shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect 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 405Company, to the effect that such disposition is exempt from the provisions of Section section 5 of the Securities Act or Act, (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and disposition, or (iiiD) following a Public Offering, in an exempt transaction under Rule 144, (ii) unless such disposition is pursuant to registration under --- any applicable state or foreign 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 Seller represents and warrants that the -------------------- Purchaser it is acquiring the Shares Promissory Note and any shares of Public Entity Stock issued upon conversion thereof (the "SHARES") solely for the Purchaser's its own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser Seller agrees that the Purchaser 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 ActSECURITIES ACT"), and the rules --------------- and regulations of the Securities and Exchange Commission (the "CommissionCOMMISSION") ---------- thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. 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 (i) unless any transferee of contractual resale restrictions to which the - Purchaser Shares are subject 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, inclusivebeen 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 Holding the Public Entity an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect 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 405Public Entity, 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 Holdingthe Public Entity, shall have been obtained with respect to such disposition and (iii) 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 -------------------- the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that 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 (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 4 through 5 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 Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect 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 or (C) a - no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) 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 the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that 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 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 (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 4 through 5 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 Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect 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 or (C) a no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) 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 the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that 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 (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 4 through 5 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 Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holdingthe Company, to the effect that the Purchaser is not an "affiliate" of Holding 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 or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.

Investment Intention. The (a) Each DFG Stock Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely DFG Common Stock to be acquired by it pursuant to this Agreement for the Purchaser's its own account account, for investment purposes only and not with a view to the resale or for sale distribution (as such term is used in connection with any distribution thereof. The Purchaser agrees that the Purchaser will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose Section 2(11) 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")) thereof, nor with any present intention of distributing or selling the same; and, except as contemplated by this Agreement and the rules --------------- and regulations exhibits hereto, such DFG Stock Purchaser has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. Each DFG Stock Purchaser understands that the shares of DFG Common Stock to be received by it will not have been registered under the Securities Act and Exchange Commission (cannot be sold unless subsequently registered under the "Commission") ---------- thereunder, Securities Act or an exemption from such registration is available. Each DFG Stock Purchaser hereby acknowledges that the certificates delivered to him or it evidencing his or its shares of DFG Common Stock shall be legended as indicated in the previous sentence and as provided in compliance the Shareholders Agreement and DFG is not under any obligation to register such shares on such shareholder's behalf or to assist such DFG Stock Purchaser in complying with applicable an exemption from registration under the Securities Act or any state securities or "blue sky" laws and foreign securities laws, if anylaw. The Purchaser further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (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 Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect that the Each DFG Stock Purchaser is not an "affiliateaccredited investor" of Holding within the meaning of Rule 405 501(a) of Regulation D promulgated under the Securities Act Act. ("Rule 405"b) -------- or, if Each DFG Stock Purchaser will be acquiring the Purchaser is an affiliate within the meaning shares of Rule 405, DFG Common Stock to the effect that such disposition is exempt from the provisions of Section 5 of be acquired by it: (i) as principal (as defined in the Securities Act (British Columbia) (the "Act")) for its own account, and not for the benefit of any other person; (ii) for investment only and not with a view to immediate resale or (C) a no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition distribution; and (iii) unless under the exemption from prospectus requirements available under paragraph 55(2)(4) of the Act and such disposition DFG Stock Purchaser is not a corporation or syndicate, partnership or other form of unincorporated entity or organization created solely to permit the purchase of such shares of DFG Common Stock by a group of individuals whose individual share of the aggregate acquisition cost of the shares of DFG Common Stock being acquired pursuant to registration this Agreement is less than C$97,000. (c) The offering and sale of shares of DFG Common Stock to each DFG Stock Purchaser were not made through any advertisement in printed media of general and regular paid circulation, radio or television or any other form of advertisement. (d) Each DFG Stock Purchaser is aware that no prospectus has been prepared or filed by DFG with any securities commission or similar authority in connection with the issue and sale of the shares of DFG Common Stock contemplated hereby, and that: (i) such DFG Stock Purchaser may be restricted from using most of the civil remedies available under --- any applicable state or foreign securities legislation; (ii) such DFG Stock Purchaser may not receive information that would otherwise be required to be given and DFG is relieved from certain obligations to which it would otherwise be subject if a prospectus were provided under applicable securities legislation in connection with the issue and sale of the shares of DFG Common Stock being issued as contemplated hereby, and (iii) the issue and sale of the shares of DFG Common Stock being issued as contemplated hereby to such DFG Stock Purchaser is subject to such sale being exempt from the requirements of applicable securities laws as to the filing of a prospectus or the delivery of an exemption therefromoffering memorandum.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof, it being understood that the Purchaser may sell some or all of the Shares to Holding. The Purchaser agrees that 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 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 (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 4 through 5 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 Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect 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 or (C) a no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) 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 the -------------------- Purchaser is acquiring the Option has been, and any Exercise Shares will be, acquired by him solely for the Purchaser's his own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser Grantee agrees that the Purchaser he will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of all or any portion of the Option or any of the Exercise Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any portion of the Option or any of the Exercise 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 Grantee further understands, acknowledges and agrees that none of the Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (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, inclusivethe related Management Stock Subscription 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 Grantee shall have delivered to Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect 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 405Company, 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 Holdingthe Company, shall have been obtained with respect to such disposition and (iii) unless such disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom, except that if the Grantee is a citizen or resident of any country other than the United States, or the Grantee desires to effect any transfer in any such country, in addition to the foregoing, counsel for the Grantee (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that no opinion of counsel is required in connection with a transfer to the Company, Lexmark or the C&D Fund.

Investment Intention. The Purchaser represents and warrants that the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Except as contemplated by the Promissory Note and the Security Agreement, the Purchaser agrees that 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 (i) unless any transferee of the - Purchaser provisions hereof 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, inclusivebeen 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 Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holdingthe Company, to the effect that the Purchaser is not an "affiliate" of Holding 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 or (C) a no-action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iii) 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 -------------------- the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that 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 (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 4 through 5 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 Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect 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 or (C) a no-action letter from - the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) 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 the -------------------- Purchaser is acquiring the Shares solely for the Purchaser's own account for investment and not with a view to or for sale in connection with any distribution thereof, it being understood that the Purchaser may sell some or all of the Shares to Holding. The Purchaser agrees that 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 (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 Holding an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect 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 or (C) a no-action letter from the Commission, reasonably - satisfactory to Holding, shall have been obtained with respect to such disposition and (iii) 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 the -------------------- Purchaser he is acquiring the Shares solely for the Purchaser's his own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser agrees that the Purchaser 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 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 (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 4 through 5 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 Holding the Company an opinion - of counsel, which opinion and counsel shall be reasonably satisfactory to Holding, to the effect 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 405Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-no- - action letter from the Commission, reasonably - satisfactory to Holdingthe Company, shall have been obtained with respect to such disposition and (iii) unless such --- disposition is pursuant to registration under --- any applicable state or foreign securities laws or an exemption therefrom.