Common use of Investment Matters Clause in Contracts

Investment Matters. (a) Seller confirms that the Rom Tech Stock to be received by Seller will be acquired for investment for Seller's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof except in accordance with the Securities Act of 1933, as amended (the "Act"), and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Seller represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Rom Tech Stock. (b) Seller has received and examined: (i) Buyer's Quarterly Report on Form 10- QSB for the quarter ended September 30, 1996; (ii) Buyer's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996; (ii) Buyer's Prospectus dated October 13, 1995; (iv) Buyer's Current Report on Form 8-K dated April 30, 1996; and (v) Buyer's Current Report on Form 8-K dated April 4, 1996. Seller believes it has received all the information it considers necessary or appropriate for deciding whether to acquire the Rom Tech Stock. Seller represents that it has had an opportunity to ask questions and receive answers from Buyer regarding the Rom Tech Stock, the Business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of Seller in Section 4 of this Agreement or the right of Buyer to rely thereon. (c) Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in Rom Tech Stock, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in Rom Tech Stock. (d) Seller understands that the Rom Tech Stock it is acquiring is characterized as "restricted securities" under the federal securities laws inasmuch as it is being acquired from the Buyer in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, Seller represents that it is familiar with the Securities and Exchange Commission's ("SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. (e) Without in any way limiting the representations set forth above, Seller agrees not to make any disposition of all or any portion of the Rom Tech Stock unless and until (i) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement, or (ii) Seller shall have notified Buyer of the proposed disposition and shall have furnished Buyer with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonable satisfactory to Buyer that such disposition will not require registration of such shares under the Act. (f) Seller acknowledges that the certificates evidencing the Rom Tech Stock may bear the following legend and any other legend required by applicable law: "These securities have not been registered under the Securities Act of 1933, as amended, or any state securities laws. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act and such state securities laws or an opinion of counsel satisfactory to Rom Tech, Inc. that such registration is not required or unless sold pursuant to Rule 144 of such Act."

Investment Matters. 4.26.1 Each of the Selling Shareholders (ai) Seller confirms has carefully read and understands that certain Confidential Private Placement Memorandum delivered to the Rom Tech Stock Selling Shareholders contemporaneously herewith (the "Memorandum") and (ii) has based a decision to be received by Seller will be acquired invest in the Buyer Common Shares and the Notes (collectively, the "Buyer Securities") solely on the information contained in the Memorandum. 4.26.2 Each of the Selling Shareholders is acquiring the Buyer Securities for his, her or its own account as principal for investment for Seller's own account, not as a nominee or agent, and not with a view to the toward resale or distribution thereof in violation of the securities laws. 4.26.3 Each of the Selling Shareholders who is not an accredited investor, together with any part thereof except purchaser representative, as defined in accordance with Rule 501(h) of the Securities Act of 19331933 acknowledged by such Selling Shareholder as his, as amended her or its purchaser representative (the a "ActPurchaser Representative"), has such knowledge and that Seller has no present intention experience in financial and business matters and is capable of selling, granting any participation in, or otherwise distributing evaluating the same. Seller represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any merits and risks of the Rom Tech Stockinvestment in the Buyer Securities being issued hereunder. (b) Seller has received and examined4.26.4 Each of the Selling Shareholders: (i) Buyer's Quarterly Report on Form 10- QSB has no need for liquidity in the quarter ended September 30, 1996; investment in the Buyer Securities and (ii) Buyeris able to bear the economic risk of losing the entire investment in the Buyer Securities issued hereunder. Each of the Selling Shareholder's Annual Report investments in and commitments to non-liquid investments are, and after a purchase of the Buyer Securities hereunder will be, reasonable in relation to his, her or its net worth and current needs. 4.26.5 Each of the Selling Shareholders understands that the Buyer Securities to be issued hereunder have not been registered under either the Securities Act of 1933 or the securities laws of any state and, as a result thereof, are subject to substantial restrictions on transfer and shall bear a legend restricting the transfer of such securities. 4.26.6 Each of the Selling Shareholders understands that (i) except as may be provided in the Registration Rights and Right of First Offer Agreement, the Company has no obligation or intention to register the Buyer Securities issued hereunder under any federal or state securities laws, or to take any action which would make available any exemption from the registration requirements of such laws, and (ii) therefore, each of the Selling Shareholders may be precluded from selling or otherwise transferring or disposing of any of such Buyer Securities or any portion thereof and may have to bear the economic risk of his, her or its investment therein for an indefinite period of time. 4.26.7 Each of the Selling Shareholders or his, her or its Purchaser Representative understands that an investment in the Buyer Securities issued hereunder involves certain risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of such Buyer Securities, including those set forth under the caption "Risk Factors" in the Form 10-KSB for K and the fiscal year ended June 30Memorandum. 4.26.8 Each of the Selling Shareholders understands that the Memorandum and other information furnished by Buyer to the Company and/or the Selling Shareholders does not constitute investment, 1996; (ii) Buyeraccounting, legal or tax advice. The Selling Shareholders, in making the investment in the Buyer Securities contemplated hereunder, are relying, if at all, solely upon the advice of each such Selling Shareholder's Prospectus dated October 13tax advisers with respect to the federal and/or state tax aspects of an investment in the Buyer Securities and, 1995; (iv) Buyer's Current Report on Form 8-K dated April 30except as expressly provided otherwise in this Agreement, 1996; the transactions contemplated hereunder, and (v) Buyer's Current Report on Form 8-K dated April 4Buyer has not made any representation regarding the tax consequences of such investment in the Buyer Securities. 4.26.9 Each of the Selling Shareholders or his, 1996. Seller believes it has received all the information it considers necessary her or appropriate for deciding whether to acquire the Rom Tech Stock. Seller represents that it its Purchaser Representative has had an opportunity to ask questions and receive answers from Buyer regarding the Rom Tech Stockconcerning Buyer, the Businessand has been furnished with all information about Buyer that he, properties, prospects and financial condition she or it has requested. Each Selling Shareholder is an "accredited investor" as defined in Rule 501(a) of the Company. The foregoingSecurities Act of 1933, howeveras amended, does or if such shareholder is not limit an "accredited investor", either such shareholder has utilized the services of a Purchaser Representative or modify the representations and warranties of Seller in Section 4 of this Agreement or the right of Buyer to rely thereon. (c) Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in Rom Tech Stock, and such shareholder alone has such knowledge and experience in financial or and business matters that it and is capable of evaluating the merits and risks of the investment in Rom Tech Stockthe Buyer Securities being issued hereunder. (d) Seller 4.26.10 Each of the Selling Shareholders and Purchaser Representatives, if any, understands that the Rom Tech Stock Buyer Securities are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Buyer and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings related to the Selling Shareholders set forth herein and in the Questionnaires in order to determine the applicability of such exemptions and the suitability of him, her or it to acquire the Buyer Securities being issued hereunder. 4.26.11 Each of the Selling Shareholders represents and warrants that (i) he, she or it maintains his, her or its domicile (and is not a transient or temporary resident) at the address set forth on the applicable Questionnaire. 4.26.12 Each of the Selling Shareholders represents and warrants that he, she or it is acquiring unaware of, is characterized as "restricted securities" under in no way relying on, and did not become aware of the federal securities laws inasmuch as it is being acquired from offering of the Buyer Securities through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in a transaction not involving a public any newspaper, magazine or similar media or broadcast over television or radio, in connection with the offering and sale of the Buyer Securities and is not subscribing for such Buyer Securities and did not become aware of the offering of the Buyer Securities through or as a result of any seminar or meeting to which such Selling Shareholder was invited by, or any solicitation of a subscription by, a person not previously known to the Selling Shareholder in connection with investments in securities generally. 4.26.13 Each of the Selling Shareholders acknowledges that, if the Selling Shareholder has used the services of a Purchaser Representative in connection with an investment in Buyer, such Purchaser Representative has disclosed, by submitting to the Selling Shareholder and Buyer a Purchaser Representative Questionnaire, any material relationship between such Purchaser Representative or such Purchaser Representative's affiliates, on the one hand, and Buyer and its affiliates, on the other hand, which now exists or mutually is understood to be contemplated or which has existed at any time during the previous two (2) years, and further setting forth any compensation received or to be received as a result of such relationship. 4.26.14 Each Selling Shareholder acknowledges that under the Memorandum contains confidential information regarding Buyer and agrees not to (and agrees to cause his, her or its Purchaser Representative not to) distribute or disclose such laws information contained therein to any other party without the prior written consent of Buyer. Each Selling Shareholder further agrees not to (and applicable regulations agrees to cause his, her or its Purchaser Representative not to) engage in any purchase or sale transaction in Buyer's securities following receipt of this non-public information until such securities may be resold without registration under time as this non-public information is disclosed to the Act only in certain limited circumstances. In this connection, Seller represents public generally or advised by Buyer that it is familiar with the Securities and Exchange Commission's ("SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Actacceptable to do so. (e) Without in any way limiting the representations set forth above, Seller agrees not to make any disposition of all or any portion 4.26.15 As of the Rom Tech Stock unless and until Closing, the Company shall not have greater than thirty five (i35) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement, or (ii) Seller shall have notified Buyer of the proposed disposition and shall have furnished Buyer with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonable satisfactory to Buyer that such disposition will not require registration of such shares under the Actshareholders. (f) Seller acknowledges that the certificates evidencing the Rom Tech Stock may bear the following legend and any other legend required by applicable law: "These securities have not been registered under the Securities Act of 1933, as amended, or any state securities laws. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act and such state securities laws or an opinion of counsel satisfactory to Rom Tech, Inc. that such registration is not required or unless sold pursuant to Rule 144 of such Act."

Investment Matters. As of the Effective Date, the Assignee represents and warrants as follows: (a) Seller confirms The Assignee understands that the Rom Tech Stock this Assignment and Acceptance is being made and entered into pursuant to be received by Seller will be acquired for investment for Seller's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof except in accordance with Rule 144A under the Securities Act of 1933, as amended 1933 (the "ActSECURITIES ACT"), and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Seller represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Rom Tech Stock.; (b) Seller The Assignee is a Qualified Institutional Buyer, as that term is defined in Rule 144A under the Securities Act. The Assignee agrees, upon the Assignor's request, to have its chief financial officer or other executive officer sign a certificate (a "RULE 144A QIB CERTIFICATE") that specifies the amount of securities owned and invested on a discretionary basis by the Assignee as of the close of the Assignee's most recent fiscal year; (c) The Assignee has received and examined: conducted an investigation of the Loan Parties to its satisfaction (i) Buyer's Quarterly Report on Form 10- QSB for including without limitation a review of the quarter ended September 30Stockholders Agreement), 1996; (ii) Buyer's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996; (ii) Buyer's Prospectus dated October 13, 1995; (iv) Buyer's Current Report on Form 8-K dated April 30, 1996; and (v) Buyer's Current Report on Form 8-K dated April 4, 1996. Seller believes it has received all information requested from the information it considers necessary or appropriate for deciding whether to acquire the Rom Tech Stock. Seller represents that it Loan Parties in connection with such investigation, and has had been provided an opportunity to ask questions of and receive answers from Buyer regarding the Rom Tech Stock, the Business, properties, prospects and financial condition management representatives of the CompanyLoan Parties regarding their financial condition, performance and prospects, and the terms and conditions of the Assignor's Bridge Note and the Assignor's Warrants and the assignment thereof pursuant to this Assignment and Acceptance. The foregoingAssignee understands and acknowledges that all documents, however, does records and books pertaining to the Assignee's investment in the Assigned Note Interest and the Assigned Warrant Interests have been made available for inspection by the Borrower and the other Loan Parties and not limit or modify by the representations and warranties of Seller in Section 4 of this Agreement or the right of Buyer to rely thereon.Assignor; (cd) Seller acknowledges that it The Assignee (i) has no need for liquidity in an investment in the Assigned Note Interest and the Assigned Warrant Interests, (ii) is able to fend for itself, can bear the substantial economic risk risks of its an investment in Rom Tech Stockthe Assigned Note Interest and the Assigned Warrant Interests for an indefinite period, and (iii) at the present time, could afford a complete loss of such investment; (e) The Assignee, individually or through advisers, has such knowledge and experience in financial or financial, tax and business matters that it is capable of evaluating as needed to enable the Assignee to utilize the information made available in connection with this Assignment and Acceptance to evaluate the merits and risks of the investment in Rom Tech Stock. (d) Seller understands that the Rom Tech Stock it is acquiring is characterized as "restricted securities" under the federal securities laws inasmuch as it is being acquired from the Buyer in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, Seller represents that it is familiar with the Securities and Exchange Commission's ("SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. (e) Without in any way limiting the representations set forth above, Seller agrees not to make any disposition of all or any portion of the Rom Tech Stock unless and until (i) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance an informed investment decision with such Registration Statement, or (ii) Seller shall have notified Buyer of the proposed disposition and shall have furnished Buyer with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonable satisfactory to Buyer that such disposition will not require registration of such shares under the Act.respect thereto; (f) Seller acknowledges The Assignee understands that neither this Assignment and Acceptance nor the certificates evidencing Assigned Note Interest nor the Rom Tech Stock may bear the following legend and any other legend required by applicable law: "These securities Assigned Warrant Interests has or have not been registered under the Securities Act in reliance upon an exemption therefrom for nonpublic offerings. The Assignee understands that there will be no public market for the Assigned Note Interest or the Assigned Warrant Interests and, accordingly, there may be no opportunity to dispose of 1933the Assigned Note Interest or the Assigned Warrant Interests purchased pursuant to this Assignment and Acceptance; (g) The Assignee will not sell or otherwise transfer a beneficial interest in the Assignor's Bridge Note or the Assignor's Warrants, as amendedexcept in accordance with the terms of this Assignment and Acceptance, the Bridge Loan Documents and applicable law; (h) The Assignee understands that no offering documents of any type have been filed with or reviewed by the Securities and Exchange Commission or any state securities laws. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect administrator with respect to this assignment; (i) The Assignee is acquiring the securities under Assigned Note Interest and the Assigned Warrant Interests for its own account or for the account of a person who is a Qualified Institutional Buyer, as that term is defined in Rule 144A of the Securities Act; and (j) All information that the Assignee has provided to the Assignor, including all information contained herein, is correct and complete as of the date set forth at the end hereof, and if there should be any adverse change in such Act and information prior to the Effective Date (as hereinafter defined), the Assignee immediately will provide the Assignor with such state securities laws or an opinion of counsel satisfactory to Rom Tech, Inc. that such registration is not required or unless sold pursuant to Rule 144 of such Actinformation."

Investment Matters. (a) Seller confirms that The acquisition by the Rom Tech Stock to be received by Seller will be acquired applicable Sellers of the Acquired Parent Shares as contemplated under this Agreement is being made for investment for each Seller's ’s own account, not as a nominee or agent, and not with a view to the resale or distribution of all or any part thereof in a transaction that would violate the Securities Act or any applicable state securities Laws. Each Seller will not sell, convey, transfer or offer for sale any of the Acquired Parent Shares, except in accordance upon compliance with the Securities Act of 1933, as amended (the "Act"), and that any applicable state securities Laws or pursuant to an exemption therefrom. Each Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Seller represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Rom Tech Stock. (b) Seller has received and examined: (i) Buyer's Quarterly Report on Form 10- QSB for the quarter ended September 30, 1996; (ii) Buyer's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996; (ii) Buyer's Prospectus dated October 13, 1995; (iv) Buyer's Current Report on Form 8-K dated April 30, 1996; and (v) Buyer's Current Report on Form 8-K dated April 4, 1996. Seller believes it has received all the information it considers necessary or appropriate for deciding whether to acquire the Rom Tech Stock. Seller represents that it has had an been afforded a reasonable opportunity to ask such questions of and receive answers obtain such information from the Buyer regarding Parties and their respective Representatives concerning the Rom Tech StockBuyer Parties’ business, the Businessoperations, propertiesfinancial condition, prospects assets, liabilities and financial condition of the Company. The foregoingother relevant matters as it has deemed necessary or desirable, however, does not limit or modify the representations and warranties of Seller in Section 4 of this Agreement or the right of Buyer has had all such questions answered to rely thereon. (c) Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in Rom Tech Stocksuch Seller’s full satisfaction, and has such knowledge and experience been given all information as has been requested, in financial or business matters that it is capable of evaluating order to evaluate the merits and risks of the investment in Rom Tech Stockthe Buyer Parties. Each Seller has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, Liabilities, results of operations, financial condition, technology and prospects of the Buyer Parties and their respective Subsidiaries, which investigation, review and analysis was conducted by such Seller and its Representatives. In entering into this Agreement, each Seller acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Buyer Parties, their Subsidiaries or any of their respective Representatives (except the specific representations and warranties set forth in Annex E and subject to the qualifications and limitations therein). (db) Each Seller understands that will receive Acquired Parent Shares pursuant to the Rom Tech Stock it terms of this Agreement is acquiring not a “U.S. person” (as that term is characterized as "restricted securities" defined by Regulation S under the federal securities laws inasmuch as it is being acquired from the Buyer in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstancesSecurities Act). In this connection, Seller represents that it is familiar with the Securities and Exchange Commission's ("SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. (e) Without in any way limiting the representations set forth above, Seller agrees not to make any disposition of all or any portion of the Rom Tech Stock unless and until (i) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement, or (ii) Seller shall have notified Buyer of the proposed disposition and shall have furnished Buyer with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonable satisfactory to Buyer that such disposition will not require registration of such shares under the Act. (f) Each Seller acknowledges that the certificates evidencing the Rom Tech Stock may Acquired Parent Shares to be acquired by such Seller pursuant to this Agreement that constitute Lock-Up Shares shall bear the following legend and any other legend required by applicable lawlegends: "These securities have not been registered under the Securities Act of “THE SECURITIES REPRESENTED HEREBY HAVE BEEN ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, as amendedAS AMENDED, or any state securities lawsAND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH APPLICABLE STATE SECURITIES LAWS. They may not be soldTERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER SUCH ACT.”; and “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SHARE PURCHASE AGREEMENT. THE CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH SHARE PURCHASE AGREEMENT, offered for saleAS IN EFFECT ON THE DATE OF MAILING, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act and such state securities laws or an opinion of counsel satisfactory to Rom TechWITHOUT CHARGE, Inc. that such registration is not required or unless sold pursuant to Rule 144 of such ActPROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFOR."”

Investment Matters. (a) Seller confirms that Such Investor is acquiring the Rom Tech Stock to be received by Seller will be acquired Membership Interests solely for its beneficial account, for investment for Seller's own account, not as a nominee or agentpurposes, and not with a view to the to, or for resale or in connection with, any distribution of any part thereof except Membership Interests in accordance with the Securities Act violation of 1933, as amended (the "Act"), and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Seller represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Rom Tech Stock.applicable securities laws; (b) Seller has received and examined: (i) Buyer's Quarterly Report on Form 10- QSB for Such Investor understands that the quarter ended September 30, 1996; (ii) Buyer's Annual Report on Form 10-KSB for Membership Interests have not been registered under the fiscal year ended June 30, 1996; (ii) Buyer's Prospectus dated October 13, 1995; (iv) Buyer's Current Report on Form 8-K dated April 30, 1996; and (v) Buyer's Current Report on Form 8-K dated April 4, 1996. Seller believes it has received all Securities Act or any state securities laws by reason of specific exemptions under the information it considers necessary or appropriate for deciding whether to acquire the Rom Tech Stock. Seller represents that it has had an opportunity to ask questions and receive answers from Buyer regarding the Rom Tech Stockprovisions thereof, the Business, properties, prospects availability of which depend in part upon the bona fide nature of its investment intent and financial condition upon the accuracy of the Company. The foregoing, however, does not limit or modify the its representations and warranties of Seller made in Section 4 of this Agreement or the right of Buyer to rely thereon.Article V; (c) Seller acknowledges Such Investor understands that it the Company is able to fend relying in part upon the representations and agreements contained in this Article V for itselfthe purpose of determining whether the offer, can bear sale and issuance of the economic risk of its investment Membership Interests meets the requirements for such exemptions; (d) Such Investor is an “accredited investor” as defined in Rom Tech Stock, and Rule 501 (a) under the Securities Act; (e) Such Investor has such knowledge knowledge, skill and experience in business, financial or business and investment matters that it is capable of evaluating the merits and risks of the an investment in Rom Tech Stock. (d) Seller understands that the Rom Tech Stock Membership Interests to which it is acquiring is characterized as "restricted securities" under the federal securities laws inasmuch as it is being acquired from the Buyer in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, Seller represents that it is familiar with the Securities and Exchange Commission's ("SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. (e) Without in any way limiting the representations set forth above, Seller agrees not to make any disposition of all or any portion of the Rom Tech Stock unless and until (i) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement, or (ii) Seller shall have notified Buyer of the proposed disposition and shall have furnished Buyer with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonable satisfactory to Buyer that such disposition will not require registration of such shares under the Act.subscribing; (f) Seller acknowledges Such Investor understands that the certificates evidencing Membership Interests will be “restricted securities” under applicable federal securities laws and that the Rom Tech Stock Securities Act and the rules of the SEC provide in substance that it may bear dispose of the following legend and any other legend required by applicable law: "These securities have not been registered Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom; and (g) Such Investor has been furnished by the Company with all information (or provided access to all information) regarding the business and financial condition of 1933the Company, as amendedits expected plans for future business activities, the attributes of the Membership Interests for which such Investor is subscribing and the merits and risks of an investment in such Membership Interests which it has requested or otherwise needs to evaluate the investment in such Membership Interests; that in making the proposed investment decision, such Investor is relying solely on such information, the representations, warranties and agreements of each other Investor and on investigations made by it and its representatives; and that the offer to sell the Membership Interests hereunder was communicated to such Investor in such a manner that it was able to ask questions of and receive answers from the management of the Company concerning the terms and conditions of the proposed transaction and that at no time was it presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any state securities laws. They may not be sold, offered for sale, pledged other form of general or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act and such state securities laws public advertising or an opinion of counsel satisfactory to Rom Tech, Inc. that such registration is not required or unless sold pursuant to Rule 144 of such Actsolicitation."

Investment Matters. (ai) Seller confirms that Such Investor is acquiring the Rom Tech Stock to be received by Seller will be acquired Subject Units solely for its beneficial account, for investment for Seller's own account, not as a nominee or agentpurposes, and not with a view to the to, or for resale or in connection with, any distribution of any part thereof except Subject Units in accordance with violation of applicable securities Laws; (ii) Such Investor understands that the Subject Units have not been registered under the Securities Act or any state securities Laws by reason of 1933specific exemptions under the provisions thereof, as amended the availability of which depend in part upon the bona fide nature of its investment intent and upon the accuracy of its representations made in this Section 4; (iii) Such Investor understands that the "Act")Company is relying in part upon the representations and agreements contained in this Section 4 for the purpose of determining whether the offer, sale and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Seller represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any issuance of the Rom Tech Stock.Subject Units meets the requirements for such exemptions; (b) Seller has received and examined: (i) Buyer's Quarterly Report on Form 10- QSB for the quarter ended September 30, 1996; (ii) Buyer's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996; (ii) Buyer's Prospectus dated October 13, 1995; (iv) Buyer's Current Report on Form 8-K dated April 30, 1996; and Such Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act; (v) Buyer's Current Report on Form 8-K dated April 4, 1996. Seller believes it has received all the information it considers necessary or appropriate for deciding whether to acquire the Rom Tech Stock. Seller represents that it has had an opportunity to ask questions and receive answers from Buyer regarding the Rom Tech Stock, the Business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of Seller in Section 4 of this Agreement or the right of Buyer to rely thereon. (c) Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in Rom Tech Stock, and Such Investor has such knowledge knowledge, skill and experience in business, financial or business and investment matters that it is capable of evaluating the merits and risks of the an investment in Rom Tech Stock.the Subject Units to which it is subscribing; (dvi) Seller Such Investor understands that the Rom Tech Stock it is acquiring is characterized as "Subject Units will be “restricted securities" ” under the applicable federal securities laws inasmuch as it is being acquired from the Buyer in a transaction not involving a public offering Laws and that under such laws the Securities Act and applicable regulations such securities may be resold without registration under the Act only rules of the Commission provide in certain limited circumstances. In this connection, Seller represents substance that it is familiar with may dispose of the Securities and Exchange Commission's ("SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. (e) Without in any way limiting the representations set forth above, Seller agrees not only pursuant to make any disposition of all or any portion of the Rom Tech Stock unless and until (i) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement, or (ii) Seller shall have notified Buyer of the proposed disposition and shall have furnished Buyer with a detailed an effective registration statement of the circumstances surrounding the proposed disposition, and if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonable satisfactory to Buyer that such disposition will not require registration of such shares under the Act. (f) Seller acknowledges that the certificates evidencing the Rom Tech Stock may bear the following legend and any other legend required by applicable law: "These securities have not been registered under the Securities Act or an exemption therefrom, and it understands that the Company has no obligation or intention to register any of 1933the Subject Units thereunder; and (vii) Such Investor has been furnished by the Company all information (or provided access to all information) regarding the business and financial condition of the Company, as amendedits expected plans for future business activities, the attributes of the Subject Units for which such Investor is subscribing and the merits and risks of an investment in such Subject Units which it has requested or otherwise needs to evaluate the investment in such Subject Units; that in making the proposed investment decision, such Investor is relying solely on such information, the representations, warranties and agreements of each other Investor and the Company and on investigations made by it and its representatives; and that the offer to sell the Subject Units hereunder was communicated to such Investor in such a manner that it was able to ask questions of and receive answers from the management of the Company concerning the terms and conditions of the proposed transaction and that at no time was it presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any state securities laws. They may not be sold, offered for sale, pledged other form of general or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act and such state securities laws public advertising or an opinion of counsel satisfactory to Rom Tech, Inc. that such registration is not required or unless sold pursuant to Rule 144 of such Actsolicitation."

Investment Matters. (ai) Seller confirms that Such Investor is acquiring the Rom Tech Stock to be received by Seller will be acquired Subject Units solely for its beneficial account, for investment for Seller's own account, not as a nominee or agentpurposes, and not with a view to the to, or for resale or in connection with, any distribution of any part thereof except Subject Units in accordance with the Securities Act violation of 1933, as amended (the "Act"), and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Seller represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Rom Tech Stock. (b) Seller has received and examined: (i) Buyer's Quarterly Report on Form 10- QSB for the quarter ended September 30, 1996applicable securities Laws; (ii) Buyer's Annual Report on Form 10-KSB Such Investor understands that the Subject Units have not been registered under the Securities Act or any state securities Laws by reason of specific exemptions under the provisions thereof, the availability of which depend in part upon the bona fide nature of its investment intent and upon the accuracy of its representations made in this Section 4; (iii) Such Investor understands that the Company is relying in part upon the representations and agreements contained in this Section 4 for the fiscal year ended June 30purpose of determining whether the offer, 1996; (ii) Buyer's Prospectus dated October 13, 1995sale and issuance of the Subject Units meets the requirements for such exemptions; (iv) Buyer's Current Report on Form 8-K dated April 30, 1996Such Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act; and (v) Buyer's Current Report on Form 8-K dated April 4, 1996. Seller believes it has received all the information it considers necessary or appropriate for deciding whether to acquire the Rom Tech Stock. Seller represents that it has had an opportunity to ask questions and receive answers from Buyer regarding the Rom Tech Stock, the Business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of Seller in Section 4 of this Agreement or the right of Buyer to rely thereon. (c) Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in Rom Tech Stock, and Such Investor has such knowledge knowledge, skill and experience in business, financial or business and investment matters that it is capable of evaluating the merits and risks of the an investment in Rom Tech Stock. the Subject Units to which it is subscribing; (dvi) Seller Such Investor understands that the Rom Tech Stock it is acquiring is characterized as "Subject Units will be “restricted securities" ” under the applicable federal securities laws inasmuch as it is being acquired from the Buyer in a transaction not involving a public offering Laws and that under such laws the Securities Act and applicable regulations such securities may be resold without registration under the Act only rules of the Commission provide in certain limited circumstances. In this connection, Seller represents substance that it is familiar with may dispose of the Securities and Exchange Commission's ("SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. (e) Without in any way limiting the representations set forth above, Seller agrees not only pursuant to make any disposition of all or any portion of the Rom Tech Stock unless and until (i) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement, or (ii) Seller shall have notified Buyer of the proposed disposition and shall have furnished Buyer with a detailed an effective registration statement of the circumstances surrounding the proposed disposition, and if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonable satisfactory to Buyer that such disposition will not require registration of such shares under the Act. (f) Seller acknowledges that the certificates evidencing the Rom Tech Stock may bear the following legend and any other legend required by applicable law: "These securities have not been registered under the Securities Act or an exemption therefrom, and it understands that the Company has no obligation or intention to register any of 1933the Subject Units thereunder; and (vii) Such Investor has been furnished by the Company all information (or provided access to all information) regarding the business and financial condition of the Company, as amendedits expected plans for future business activities, the attributes of the Subject Units for which such Investor is subscribing and the merits and risks of an investment in such Subject Units which it has requested or otherwise needs to evaluate the investment in such Subject Units; that in making the proposed investment decision, such Investor is relying solely on such information, the representations, warranties and agreements of each other Investor and the Company and on investigations made by it and its representatives; and that the offer to sell the Subject Units hereunder was communicated to such Investor in such a manner that it was able to ask questions of and receive answers from the management of the Company concerning the terms and conditions of the proposed transaction and that at no time was it presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any state securities lawsother form of general or public advertising or solicitation. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act and such state securities laws or an opinion of counsel satisfactory to Rom Tech, Inc. that such registration is not required or unless sold pursuant to Rule 144 of such Act."10

Investment Matters. (a) Seller confirms that The Shareholder and, if applicable, the Rom Tech Stock to be received by Seller will be acquired for investment for SellerRelated JLW Owner are resident in the country identified under the Shareholder's own accountand Related JLW Owner's names in columns 1 and 2, not as a nominee or agentrespectively, of Annex B hereto, and not with neither the Shareholder nor, if applicable, the Related JLW Owner is resident in a view to the resale or distribution of any part thereof except in accordance with the Securities Act of 1933, as amended (the "Act"), and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Seller represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to territory outside such person or to any third person, with respect to any of the Rom Tech Stockcountry. (b) Seller has The Shareholder and, if applicable, the Related JLW Owner agree not to engage in any hedging transactions with regard to the Consideration Shares unless in compliance with the Securities Act. (c) The Shareholder and, if applicable, the Related JLW Owner acknowledge and agree that the Consideration Shares will be subject to the provisions of the Stockholder Agreement, including, without limitation, the restrictions on transfer and voting restrictions contained therein. (d) The Shareholder and, if applicable, the Related JLW Owner acknowledge and agree that the Consideration Shares are being offered and sold to the Shareholder in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Shareholder and, if applicable, the Related JLW Owner set forth herein in order to determine the applicability of such exemptions and the suitability of the Shareholder to acquire Consideration Shares. (e) The Shareholder and, if applicable, the Related JLW Owner have received and examined: (i) Buyer's Quarterly Report on Form 10- QSB for have had an opportunity to carefully review the quarter ended September 30Offering Memorandum, 1996; (ii) Buyerdated as of [!], 1998, delivered to the Shareholder and, if applicable, the Related JLW Owner prior to the execution of this Agreement, Parent's Annual Report on Form 10-KSB K for the fiscal year ended December 31, 1997, Parent's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1996; (ii) Buyer1998, Parent's Prospectus 1997 Annual Report to Stockholders and proxy statement dated October 13March 31, 1995; (iv) Buyer1998 and Parent's Current Report on Form 8-8- K dated April 30September 3, 1996; 1998, and (v) Buyer's Current Report on Form 8-K dated April 4the Shareholder and, 1996. Seller believes it has received all if applicable, the information it considers necessary or appropriate for deciding whether to acquire the Rom Tech Stock. Seller represents that it has Related JLW Owner have had an a reasonable opportunity to ask questions of and receive answers from Buyer regarding Parent concerning Parent, and to obtain any additional information reasonably necessary to verify the Rom Tech Stockaccuracy of the information furnished to the Shareholder or such Related JLW Owner concerning Parent and all such questions, if any, have been answered to the full satisfaction of the Shareholder and, if applicable, the Business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of Seller in Section 4 of this Agreement or the right of Buyer to rely thereon. (c) Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in Rom Tech Stock, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in Rom Tech Stock. (d) Seller understands that the Rom Tech Stock it is acquiring is characterized as "restricted securities" under the federal securities laws inasmuch as it is being acquired from the Buyer in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, Seller represents that it is familiar with the Securities and Exchange Commission's ("SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. (e) Without in any way limiting the representations set forth above, Seller agrees not to make any disposition of all or any portion of the Rom Tech Stock unless and until (i) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement, or (ii) Seller shall have notified Buyer of the proposed disposition and shall have furnished Buyer with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonable satisfactory to Buyer that such disposition will not require registration of such shares under the ActRelated JLW Owner. (f) Seller acknowledges The Shareholder and, if applicable, the Related JLW Owner acknowledge that no representations or warranties have been made to the Shareholder or such Related JLW Owner by Parent or any agent, employee or Affiliate of Parent other than those contained in the Asia Region Agreement, and in entering into this transaction the Shareholder and, if applicable, the Related JLW Owner are not relying upon any information, other than that referred to in the foregoing paragraph, contained in the Asia Region Agreement and the other Operative Agreements, and the results of independent investigations by the Shareholder and, if applicable, the Related JLW Owner and his, her or its representatives; provided that the certificates evidencing Shareholder and, if applicable, the Rom Tech Stock may bear Related JLW Owner acknowledge and agree that the following legend and any other legend required by applicable law: "These securities have not been registered under the Securities Act of 1933, as amended, only representations or any state securities laws. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect warranties that Parent has made with respect to such information are as set forth in Section 4.7 and 4.20 of the securities under such Act and such state securities laws or an opinion of counsel satisfactory to Rom Tech, Inc. that such registration is not required or unless sold pursuant to Rule 144 of such ActAsia Region Agreement."

Investment Matters. (a) Seller confirms Sellers hereby acknowledge that Buyer intends the Rom Tech offer and issuance of the Buyer Stock representing the Purchase Price payable to Sellers to be received exempt from registration under the Securities Act and applicable state securities laws by virtue of one or more exemptions from such registration, and that, as a result, such Buyer Stock cannot be sold without registration under the Securities Act and applicable state law or an available exemption, and Sellers understand that only Buyer can register the Buyer Stock, and Buyer is under no obligation and does not otherwise plan or propose to do so. (b) Each Seller will be acquired hereby represents and warrants that: (i) Such Seller is acquiring the Buyer Stock for investment for Seller's his own account, not as a nominee or agentfor investment, and not with a view to the resale or distribution of any part thereof except in accordance with the Securities Act of 1933, as amended (the "Act"), and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Seller represents that it does not have any contract, undertaking, agreement or arrangement with any person to sellfor resale, transfer or grant participations to such person or to any third person, with respect to any further distribution within the meaning of Section 2(11) of the Rom Tech Stock.Securities Act; (b) Seller has received and examined: (i) Buyer's Quarterly Report on Form 10- QSB for the quarter ended September 30, 1996; (ii) Buyer's Annual Report on Form 10-KSB for Such Seller either alone or with his business, tax and/or financial advisor(s) has sufficient knowledge and experience in financial, tax, and business matters to enable such Seller to evaluate the fiscal year ended June 30merits and risks of investment in the Buyer Stock, 1996and has the ability to bear the economic risk of acquiring the Buyer Stock; and (iiiii) Buyer's Prospectus dated October 13Such Seller has been supplied with, 1995; (iv) Buyer's Current Report on Form 8-K dated April 30or had access to, 1996; and (v) Buyer's Current Report on Form 8-K dated April 4, 1996. Seller believes it has received all the information it considers necessary or appropriate for deciding whether to which a reasonable investor would attach significance in making an investment decision to acquire the Rom Tech Stock. Buyer Stock including, but not limited to, the SEC Documents, and such Seller represents that it has had an opportunity to ask questions of, and receive information and answers from from, Buyer regarding concerning Buyer and the Rom Tech Buyer Stock, and to assess and evaluate any information supplied to such Seller. All questions concerning Buyer and Buyer Stock have been answered and all such information has been provided to the Business, properties, prospects and financial condition full satisfaction of the Company. The foregoing, however, does not limit or modify the representations and warranties of Seller in Section 4 of this Agreement or the right of Buyer to rely thereonSeller. (c) Each Seller hereby acknowledges that it is able to fend for itself, can bear the economic risk of its investment in Rom Tech Stock, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in Rom Tech Stock.that: (d) Seller understands that the Rom Tech Stock it is acquiring is characterized as "restricted securities" under the federal securities laws inasmuch as it is being acquired from the Buyer in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, Seller represents that it is familiar with the Securities and Exchange Commission's ("SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. (e) Without in any way limiting the representations set forth above, Seller agrees not to make any disposition of all or any portion of the Rom Tech Stock unless and until (i) there is then in effect a Registration Statement under this Agreement and the Act covering Contemplated Transactions involve complex tax and legal consequences for such proposed disposition Seller, and such disposition Seller is made in accordance with relying solely on the advice of his own tax and legal advisors to evaluate such Registration Statement, or consequences; (ii) Seller none of Buyer or its directors, officers, employees or agents has made (or shall be deemed to have notified made) any representations or warranties concerning the tax or legal consequences of such transaction to such Seller; (iii) the Buyer of the proposed disposition and shall have furnished Buyer with a detailed statement of the circumstances surrounding the proposed dispositionStock is not, and if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonable satisfactory to Buyer that such disposition will not require registration of such shares under the Act. (f) Seller acknowledges that the certificates evidencing the Rom Tech Stock may bear the following legend and any other legend required by applicable law: "These securities have not been be, registered under the Securities Act of 1933, as amended, or any state securities laws. They may laws and cannot be soldresold without registration thereunder or exemption therefrom; and (iv) the certificates representing the unregistered Buyer Stock to be delivered at the Closing shall bear substantially the following legend: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, offered for saleAS AMENDED, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act and such state securities laws or an opinion of counsel satisfactory to Rom TechOR THE SECURITIES LAWS OF ANY STATE, Inc. that such registration is not required or unless sold pursuant to Rule 144 of such ActIN RELIANCE UPON CERTAIN EXEMPTIVE PROVISIONS OF SAID ACTS. SAID SECURITIES CANNOT BE SOLD OR TRANSFERRED WITHOUT SUCH REGISTRATION UNLESS, IN THE OPINION OF COUNSEL TO THE ISSUER, AN EXEMPTION FROM SUCH REGISTRATION IS THEN AVAILABLE."

Investment Matters. (a) Seller confirms that The Shareholder and, if applicable, the Rom Tech Stock to be received by Seller will be acquired for investment for SellerRelated JLW Owner are resident in the country identified under the Shareholder's own accountand Related JLW Owner's names in columns 1 and 2, not as a nominee or agentrespectively, of Annex B hereto, and not with neither the Shareholder nor, if applicable, the Related JLW Owner is resident in a view to the resale or distribution of any part thereof except in accordance with the Securities Act of 1933, as amended (the "Act"), and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Seller represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to territory outside such person or to any third person, with respect to any of the Rom Tech Stockcountry. (b) Seller has The Shareholder and, if applicable, the Related JLW Owner agree not to engage in any hedging transactions with regard to the Consideration Shares unless in compliance with the Securities Act. (c) The Shareholder and, if applicable, the Related JLW Owner acknowledge and agree that the Consideration Shares will be subject to the provisions of the Stockholder Agreement, including, without limitation, the restrictions on transfer and voting restrictions contained therein. (d) The Shareholder and, if applicable, the Related JLW Owner acknowledge and agree that the Consideration Shares are being offered and sold to the Shareholder in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Shareholder and, if applicable, the Related JLW Owner set forth herein in order to determine the applicability of such exemptions and the suitability of the Shareholder to acquire Consideration Shares. (e) The Shareholder and, if applicable, the Related JLW Owner have received and examined: (i) Buyer's Quarterly Report on Form 10- QSB for have had an opportunity to carefully review the quarter ended September 30Offering Memorandum, 1996; (ii) Buyerdated as of [!], 1998, delivered to the Shareholder and, if applicable, the Related JLW Owner prior to the execution of this Agreement, Parent's Annual Report on Form 10-KSB K for the fiscal year ended December 31, 1997, Parent's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1996; (ii) Buyer1998, Parent's Prospectus 1997 Annual Report to Stockholders and proxy statement dated October 13March 31, 1995; (iv) Buyer1998 and Parent's Current Report on Form 8-8- K dated April 30September 3, 1996; 1998, and (v) Buyer's Current Report on Form 8-K dated April 4the Shareholder and, 1996. Seller believes it has received all if applicable, the information it considers necessary or appropriate for deciding whether to acquire the Rom Tech Stock. Seller represents that it has Related JLW Owner have had an a reasonable opportunity to ask questions of and receive answers from Buyer regarding Parent concerning Parent, and to obtain any additional information reasonably necessary to verify the Rom Tech Stockaccuracy of the information furnished to the Shareholder or such Related JLW Owner concerning Parent and all such questions, if any, have been answered to the full satisfaction of the Shareholder and, if applicable, the Business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of Seller in Section 4 of this Agreement or the right of Buyer to rely thereon. (c) Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in Rom Tech Stock, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in Rom Tech Stock. (d) Seller understands that the Rom Tech Stock it is acquiring is characterized as "restricted securities" under the federal securities laws inasmuch as it is being acquired from the Buyer in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, Seller represents that it is familiar with the Securities and Exchange Commission's ("SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. (e) Without in any way limiting the representations set forth above, Seller agrees not to make any disposition of all or any portion of the Rom Tech Stock unless and until (i) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement, or (ii) Seller shall have notified Buyer of the proposed disposition and shall have furnished Buyer with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonable satisfactory to Buyer that such disposition will not require registration of such shares under the ActRelated JLW Owner. (f) Seller acknowledges The Shareholder and, if applicable, the Related JLW Owner acknowledge that no representations or warranties have been made to the Shareholder or such Related JLW Owner by Parent or any agent, employee or Affiliate of Parent other than those contained in the Europe/USA Region Agreement, and in entering into this transaction the Shareholder and, if applicable, the Related JLW Owner are not relying upon any information, other than that referred to in the foregoing paragraph, contained in the Europe/USA Region Agreement and the other Operative Agreements, and the results of independent investigations by the Shareholder and, if applicable, the Related JLW Owner and his, her or its representatives; provided that the certificates evidencing Shareholder and, if applicable, the Rom Tech Stock may bear Related JLW Owner acknowledge and agree that the following legend and any other legend required by applicable law: "These securities have not been registered under the Securities Act of 1933, as amended, only representations or any state securities laws. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect warranties that Parent has made with respect to such information are as set forth in Sections 4.7 and 4.19 of the securities under such Act and such state securities laws or an opinion of counsel satisfactory to Rom Tech, Inc. that such registration is not required or unless sold pursuant to Rule 144 of such ActEurope/USA Region Agreement."

Investment Matters. (a) Seller confirms that Each of the Rom Tech Selling Parties is an "accredited investor," as such term is defined in Regulation D of the Securities Act; (b) Each of the Selling Parties is acquiring the Travis Stock to be received by Seller will be acquired for investment for Seller's his own account, not as a nominee or agent, account and not with a view to the resale or for xxxx in connection with any distribution of any part thereof except in accordance with the Securities Act of 1933, as amended (the "Act"), and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Seller represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Rom Tech Stock. (b) Seller has received and examined: (i) Buyer's Quarterly Report on Form 10- QSB for the quarter ended September 30, 1996; (ii) Buyer's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996; (ii) Buyer's Prospectus dated October 13, 1995; (iv) Buyer's Current Report on Form 8-K dated April 30, 1996; and (v) Buyer's Current Report on Form 8-K dated April 4, 1996. Seller believes it has received all the information it considers necessary or appropriate for deciding whether to acquire the Rom Tech Stock. Seller represents that it has had an opportunity to ask questions and receive answers from Buyer regarding the Rom Tech Stock, the Business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of Seller in Section 4 of this Agreement or the right of Buyer to rely thereon.interests; (c) Seller acknowledges that it is able to fend for itself, can bear Each of the economic risk of its investment in Rom Tech Stock, and Selling Parties has such knowledge and experience expertise in financial or and business matters such that it he is capable of evaluating the merits and risks of purchasing the investment Travis Stock and has the capacity to protect his interests in Rom Tech xxxxxxtion with the purchase of the Travis Stock.; (d) Seller understands that Each of the Rom Tech Stock it is acquiring is characterized as "restricted securities" Selling Parties has consuxxxx xith counsel of his own choosing in connection with the rights and obligations of each of the Selling Parties under this Agreement, under the federal securities laws inasmuch as it is being acquired from the Buyer documents to be executed in a transaction not involving a public offering connection herewith and that under such laws and applicable regulations such securities may be resold without registration under the Act only Stockholders Agreement and the Registration Rights Agreement, which counsel is experienced in certain limited circumstances. In transactions of this connection, Seller represents that it is familiar with the Securities and Exchange Commission's ("SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.nature; (e) Without in any way limiting the representations set forth above, Seller agrees not to make any disposition of all or any portion Each of the Rom Tech Stock unless and until (i) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement, or (ii) Seller shall have notified Buyer of the proposed disposition and shall have furnished Buyer with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonable satisfactory to Buyer that such disposition will not require registration of such shares under the Act. (f) Seller Selling Parties acknowledges that the certificates evidencing the Rom Tech Travis Stock may bear the following legend and any other legend required by applicable law: "These securities have has not been registered under the Securities Act of 1933, as amended, or any xx xxxer applicable state securities laws. They may not be sold, offered for saleand, pledged or hypothecated except as otherwise provided in the absence Registration Rights Agreement, such Selling Party has no right to require such registration; and each of a registration statement in effect with respect the Selling Parties further acknowledges that the right of such Selling Party to transfer the securities under such Travis Stock may be further restricted by the Securities Act and such axx xxxlicable state securities laws laws; and (f) Each of the Selling Parties is familiar with the assets, liabilities, results of operations, business and prospects of Travis and has been afforded the opportunity to review and insxxxx xny and all information, documents or an opinion facilities of, or relating to, Travis for the purpose of counsel satisfactory evaluating whether to Rom Tech, Inc. that enter into thix Xxxxement and is satisfied with such registration is not required or unless sold pursuant to Rule 144 of such Actinvestigation."