Common use of Investment Intentions Clause in Contracts

Investment Intentions. (a) The Genesis Member (i) will be acquiring the shares of Newco Common Stock to be issued pursuant to Section 2.4 to the Genesis Member solely for such Genesis Member's account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution that is not made pursuant to an appropriate registration statement or in accordance with an applicable exemption promulgated under the Securities Act and any applicable state securities law; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Newco Common Stock other than this Agreement; (iii) unless disclosed otherwise on Schedule 3.1, is an "accredited investor" as defined in Securities Act Rule 501(a); and (iv) (A) is able to bear the economic risks of an investment in the Newco Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that the Genesis Member is capable of evaluating the merits and risks of the proposed investment in the Newco Common Stock, (D) has received and carefully reviewed the Recent SEC Documents and has had an adequate opportunity to ask questions and receive answers from the officers of JWCFS and Newco concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of JWCFS and Newco, the plans for the operations of the business of Newco, and the business, operations, and financial condition of JWCFS and Newco, and (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to such Genesis Member's satisfaction. (b) The Genesis Member has no present plan, intention, or arrangement to dispose of any of the Newco Common Stock to be received in the LLC Exchange if such disposition would reduce the fair value of the Newco Common Stock (with such value measured as of the Closing Date) retained by the Genesis Member to an amount less than 50% of the fair value of the Genesis Membership Interests held by the Genesis Member immediately before the consummation of the LLC Exchange.

Investment Intentions. (a) The Genesis Member Each Company --------------------- Shareholder who is to receive Vail Banks Common Stock in the Merger will agree in writing prior to being issued such shares of Vail Banks Common Stock that he or she (i) will be acquiring the shares of Newco Vail Banks Common Stock to be issued pursuant to Section 2.4 1.2 to the Genesis Member Company Shareholder solely for such Genesis MemberCompany Shareholder's account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution that is not made pursuant to an appropriate registration statement or in accordance with an applicable exemption promulgated under the Securities Act and any applicable state securities lawdistribution; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Newco Vail Banks Common Stock other than this Merger Agreement; (iii) unless disclosed otherwise on Schedule 3.1in Section 4.2.13 of the Company Disclosure Memorandum, is an "accredited investor" as defined in Securities Act Rule 501(a); and (iv) (A) is able to bear the economic risks of an investment in the Newco Vail Banks Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that the Genesis Member Company Shareholder is capable of evaluating the merits and risks of the proposed investment in the Newco Vail Banks Common Stock, (D) has received and carefully reviewed the Recent SEC Documents and has had an adequate opportunity to ask questions and receive answers from the officers of JWCFS and Newco Vail Banks concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of JWCFS and NewcoVail Banks, the plans for the operations of the business of NewcoVail Banks, and the business, operations, and financial condition of JWCFS Vail Banks, and Newcoany plans of Vail Banks for additional acquisitions, and (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to such Genesis MemberCompany Shareholder's satisfaction. (b) The Genesis Member has To the best of the knowledge of the management of the Company, there is no present planplan or intention by any Company Shareholder who owns one percent (1%) or more of the Company Common Stock and to the best of the knowledge of management of the Company, intentionthere is no plan or intention on the part of the remaining shareholders of the Company to sell, exchange, or arrangement to otherwise dispose of any a number of shares of Vail Banks Common Stock received in the Newco merger that would reduce the Company Shareholders' ownership of Vail Banks Common Stock to be received in the LLC Exchange if such disposition would reduce the fair value a number of the Newco Common Stock (with such value measured shares having a value, as of the Closing Date) retained by date of the Genesis Member to an amount Closing, of less than 50% forty-five percent (45%) of the fair value of the Genesis Membership Interests held by the Genesis Member immediately before the consummation all of the LLC Exchangeformerly outstanding stock of the Company as of the date of the Closing. For purposes of this representation, shares of Company Common Stock exchanged for cash or other property, surrendered by dissenters, or exchanged for cash in lieu of fractional shares of Vail Banks Common Stock will be treated as outstanding Company Common Stock on the date of the Closing. Moreover, shares of Company Common Stock redeemed, or disposed of prior or subsequent to the Closing will be considered in making this representation.

Investment Intentions. (a) The Genesis Member Selling Stockholder (i) will be acquiring the shares of Newco IDG Common Stock to be issued pursuant to Section 2.4 2.04 to the Genesis Member Selling Stockholder solely for such Genesis MemberSelling Stockholder's account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution that is not made pursuant to an appropriate registration statement or in accordance with an applicable exemption promulgated under the Securities Act and any applicable state securities lawdistribution; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Newco IDG Common Stock other than this Acquisition Agreement; (iii) unless disclosed otherwise on Schedule 3.13.03, is an "accredited investor" as defined in Securities Act Rule 501(a); and (iv) (A) is able to bear the economic risks of an investment in the Newco IDG Common Stock acquired pursuant to this Acquisition Agreement, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that the Genesis Member Selling Stockholder is capable of evaluating the merits and risks of the proposed investment in the Newco IDG Common Stock, (D) has received and carefully reviewed the Recent SEC Documents and has had an adequate opportunity to ask questions and receive answers from the officers of JWCFS and Newco IDG concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of JWCFS and NewcoIDG, the plans for the operations of the business of NewcoIDG, and the business, operations, and financial condition of JWCFS the Other Founding Companies, and Newcoany plans of IDG for additional acquisitions, and (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to such Genesis MemberSelling Stockholder's satisfaction. (b) The Genesis Member Selling Stockholder has no present plan, intention, or arrangement to dispose of any of the Newco IDG Common Stock to be received in the LLC Exchange Acquisition Transaction if such disposition would reduce the fair value of the Newco IDG Common Stock (with such value measured as of the Closing Date) retained by the Genesis Member Selling Stockholder to an amount less than 50% of the fair value of the Genesis Membership Interests Company Capital Stock held by the Genesis Member Selling Stockholder immediately before the consummation of the LLC ExchangeAcquisition Transaction.

Investment Intentions. (a) The Genesis Member Each Shareholder (i) will be acquiring the shares of Newco United Common Stock to be issued pursuant to Section 2.4 Article I to the Genesis Member Shareholder solely for such Genesis Member's Shareholder’s account, for investment purposes only only, and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution that is not made pursuant to an appropriate a registration statement filed by United covering such shares or in accordance with an applicable exemption promulgated under the Securities Act and any applicable state securities lawAct; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Newco United Common Stock other than this Agreement; (iii) unless disclosed otherwise on Schedule 3.1, is an "“accredited investor" ” as defined in Securities Act Rule 501(a); and (iv) (A) is able to bear the economic risks of an investment in the Newco United Common Stock acquired pursuant to this Agreement, ; (B) can afford to sustain a total loss of that investment, ; (C) has such knowledge and experience in financial and business matters that the Genesis Member Shareholder is capable of evaluating the merits and risks of the proposed investment in the Newco United Common Stock, ; (D) has received and carefully reviewed the Recent SEC Documents and has had an adequate opportunity to ask questions and receive answers from the officers of JWCFS and Newco United concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of JWCFS and NewcoUnited, the plans for the operations of the business of NewcoUnited, and the business, operations, and financial condition of JWCFS and Newco, and United; (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to such Genesis Member's Shareholder’s satisfaction; and (F) understands that, notwithstanding any other provisions of this Agreement, the Acquisition Consideration to be received pursuant to this Agreement is further restricted from transfer until the date upon which combined earnings for a period of at least 30 days are released as public information. (b) The Genesis Member Shareholder has no present plan, intention, or arrangement to dispose of any of the Newco United Common Stock to be received in the LLC Exchange Acquisition Transaction if such disposition would reduce the fair value of the Newco United Common Stock (with such value measured as of the Closing Date) retained by the Genesis Member Shareholder to an amount less than 50% of the fair value of the Genesis Membership Interests Company Capital Stock held by the Genesis Member Shareholder immediately before the consummation of the LLC ExchangeAcquisition Transaction.

Investment Intentions. (a) The Genesis Member Each Selling Stockholder (i) will be acquiring the shares of Newco IDG Common Stock to be issued pursuant to Section 2.4 2.04 to the Genesis Member Selling Stockholder solely for such Genesis MemberSelling Stockholder's account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution that is not made pursuant to an appropriate registration statement the Registration Statement or in accordance with an applicable exemption promulgated under the Securities Act and any applicable state securities lawAct; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Newco IDG Common Stock other than this Merger Agreement; (iii) unless disclosed otherwise on Schedule 3.13.02, is an "accredited investor" as defined in Securities Act Rule 501(a); and (iv) (A) is able to bear the economic risks of an investment in the Newco IDG Common Stock acquired pursuant to this Merger Agreement, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that the Genesis Member Selling Stockholder is capable of evaluating the merits and risks of the proposed investment in the Newco IDG Common Stock, (D) has received and carefully reviewed the Recent SEC Documents and has had an adequate opportunity to ask questions and receive answers from the officers of JWCFS and Newco IDG concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of JWCFS and NewcoIDG, the plans for the operations of the business of NewcoIDG, and the business, operations, and financial condition of JWCFS IDG, and Newcoany plans of IDG for additional acquisitions, and (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to such Genesis MemberSelling Stockholder's satisfaction. (b) The Genesis Member Selling Stockholder has no present plan, intention, or arrangement to dispose of any of the Newco IDG Common Stock to be received in the LLC Exchange Merger Transaction if such disposition would reduce the fair value of the Newco IDG Common Stock (with such value measured as of the Closing Date) retained by the Genesis Member Selling Stockholder to an amount less than 50% of the fair value of the Genesis Membership Interests Company Capital Stock held by the Genesis Member Selling Stockholder immediately before the consummation of the LLC ExchangeMerger Transaction.