Common use of Investment Matters Clause in Contracts

Investment Matters. (a) Shareholder is acquiring Buyer Common Stock for investment purposes, for his own account and not with a view to distribution or resale thereof or to divide its participation with others. Shareholder is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Shareholder has knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of an investment in Buyer Common Stock. Shareholder acknowledges that he has received and has reviewed all material and relevant information concerning Buyer, which the Company has furnished to Shareholder, and has had the opportunity to ask questions of, receive answers from and obtain additional information from Buyer concerning the business and financial condition of Buyer. (b) Shareholder understands, acknowledges and agrees that: (a) no shares of Buyer Common Stock have been registered or qualified under the Securities Act, or under any securities Laws of any state of the United States or other jurisdiction, in reliance upon specific exemptions thereunder for transactions not involving any public offering; (b) Buyer Common Stock constitutes “restricted securities” as defined in Rule 144 under the Securities Act; (c) Buyer Common Stock is neither traded nor tradable on any securities exchange or over-the-counter; and (d) no shares of Buyer Common Stock may be sold, transferred or otherwise disposed of unless a registration statement under the Securities Act with respect to such shares and qualification in accordance with any applicable state securities Laws becomes effective or unless an exemption from such registration and qualification is available and demonstrated to the reasonable satisfaction of Buyer and its counsel. Shareholder will refrain from transferring or otherwise disposing of any of shares of Buyer Common Stock acquired hereunder or any interest therein in any manner that may cause Buyer or Shareholder to be in violation of the Securities Act or any applicable state securities Laws; and further, Shareholder may only transfer Buyer Common Stock pursuant to the Stockholders’ Agreement attached hereto as Exhibit B.

Investment Matters. (a) Shareholder At the execution and delivery of this Agreement and at Closing Seller is acquiring Buyer Common Stock for investment purposes, for his own account and not with a view to distribution or resale thereof or to divide its participation with others. Shareholder is will be an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Shareholder has knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of an investment in Buyer Common Stock. Shareholder acknowledges that he Accredited Investor. (b) Seller has received and has carefully reviewed all material and relevant information concerning Buyer, which the Company has furnished to ShareholderBuyer SEC Reports, and understands that such material does not contain the type of disclosure that would be found typically in a private placement memorandum. Seller has had the opportunity to ask questions of, receive answers from make inquiries of the management of Buyer and to obtain such additional information from as each Seller has deemed necessary to make an informed investment decision regarding the Buyer concerning Common Stock and the business and financial condition of BuyerConsideration paid therefor. (bc) Shareholder understands, Seller acknowledges and agrees that: that no representations or warranties have been made to it by Buyer or any director, officer, employee or affiliate of Buyer other than as expressly contained in this Agreement. In entering this transaction Seller is not relying upon any information, other than that which is expressly set forth in this Agreement and that which Seller has obtained as a result of Seller's due diligence, including review of all materials delivered to Seller pursuant to the terms of this Agreement, and Seller's own independent analysis of the risks of investment represented by the Buyer Common Stock. (ad) SELLER ACKNOWLEDGES THAT THE SHARES OF BUYER COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS; THE BUYER COMMON STOCK MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN STRICT ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) AN EFFECTIVE EXEMPTION FROM ANY SUCH REGISTRATION REQUIREMENTS. Seller understands no federal or state agency has made any finding or determination as to any aspect of the investment in the Buyer Common Stock. (e) Seller is fully capable of bearing the economic risk of each Seller's investment in the Buyer Common Stock, including a total loss thereof. The economic risk of Seller's investment shall be borne solely by Seller for an indefinite period of time and there is not now, and there may never be, an active public market for the Buyer Common Stock. (f) Seller has sought and received such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the execution of this Agreement and the acquisition of the Buyer Common Stock. (g) Except for the distributions of Buyer Common Stock to the Persons and in the manner specified in Schedule 4.25(g), Seller will be acquiring and accepting the shares of Buyer Common Stock have been registered for its own account for investment and with no present intention of distributing such shares, but without prejudice to its right at all times to sell or qualified otherwise dispose of all or any part of the Buyer Common Stock under an appropriate registration statement filed under the Securities Act, or under any securities Laws of any state of in a transaction exempt from the United States or other jurisdiction, in reliance upon specific exemptions thereunder for transactions not involving any public offering; (b) Buyer Common Stock constitutes “restricted securities” as defined in Rule 144 under the Securities Act; (c) Buyer Common Stock is neither traded nor tradable on any securities exchange or over-the-counter; and (d) no shares of Buyer Common Stock may be sold, transferred or otherwise disposed of unless a registration statement under the Securities Act with respect to such shares and qualification in accordance with any applicable state securities Laws becomes effective or unless an exemption from such registration and qualification is available and demonstrated to the reasonable satisfaction of Buyer and its counsel. Shareholder will refrain from transferring or otherwise disposing of any of shares of Buyer Common Stock acquired hereunder or any interest therein in any manner that may cause Buyer or Shareholder to be in violation requirements of the Securities Act or and exempt from any applicable state securities Laws; and further, Shareholder may only transfer Buyer Common Stock pursuant to the Stockholders’ Agreement attached hereto as Exhibit B.

Investment Matters. (a) Shareholder Such Purchaser is, and was at the time such Purchaser was offered the Series A Preferred Shares, (i) a qualified institutional buyer (within the meaning of Rule 144A(a)(1) under the Securities Act), (ii) an institutional accredited investor (as such term is defined in Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D) or (iii) a non-U.S. Person (as such term is defined in Regulation S) and will not acquire the Series A Preferred Shares for the account or benefit of any U.S. Person (as such term is defined in Regulation S). (b) Such Purchaser is acquiring Buyer Common Stock the Series A Preferred Shares for its own account, for investment purposes, for his own account purposes only and not with a view to any distribution thereof that would not otherwise comply with the Securities Act. (c) Such Purchaser understands that (i) the Series A Preferred Shares have not been registered under the Securities Act and the Series A Preferred Shares are being issued by the Issuer in transactions exempt from the registration requirements of the Securities Act and (ii) all or resale thereof any part of the Series A Preferred Shares may not be offered or sold except pursuant to divide its participation effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with others. Shareholder is an “accredited investor” as defined in Regulation D applicable state Laws. (d) Such Purchaser understands that the exemption from registration afforded by Rule 144 promulgated under the Securities ActAct (“Rule 144”) (the provisions of which are known to such Purchaser) depends on the satisfaction of various conditions, which may not be satisfied, and that, if satisfied, Rule 144 may afford the basis for sales only in limited amounts. Shareholder Such Purchaser understands that no public market now exists for the Series A Preferred Shares, and that the Issuer has knowledge made no assurances that a public market will ever exist for the Series A Preferred Shares. (e) Such Purchaser did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to such Purchaser, except as otherwise expressly provided for in this Agreement. (f) No portion of the funds or assets that will be used by such Purchaser to pay its respective portion of the Purchase Price or to acquire or hold the Series A Preferred Shares, constitute or will constitute the assets of any (i) employee benefit plan subject to Title I of ERISA, (ii) plan described in and subject to Section 4975 of the IRC (each such employee benefit plan and plan described in clauses (i) and (ii) referred to herein as an “ERISA Plan”), (iii) plan, account or other arrangement subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the IRC that could cause the underlying assets of the Issuer to be treated as assets of such plan, account or arrangement (a “ Similar Law Plan”) or (iv) entity whose underlying assets are deemed to include “plan assets” of any such ERISA Plan or Similar Law Plan pursuant to Section 3(42) of ERISA and any regulations that may be promulgated thereunder or otherwise. (g) Such Purchaser has such knowledge, sophistication and experience in business and financial and business matters such that he is so as to be capable of evaluating the merits and risks of an the prospective investment in Buyer Common Stockthe Series A Preferred Shares and has so evaluated the merits and risks of such investment. Shareholder Such Purchaser understands that it must bear the economic risk of its investment in the Series A Preferred Shares indefinitely and is able to bear such risk and is able to afford a complete loss of such investment. (h) Such Purchaser acknowledges that he has received and it has reviewed all material and relevant materials such Purchaser deemed necessary for the purpose of making an investment decision with respect to the Series A Preferred Shares, including information concerning Buyer, which regarding the Company has furnished to ShareholderTransactions, and such Purchaser has evaluated the risks of investing in the Series A Preferred Shares and understands there are substantial risks of loss incidental to the investment and has determined that it is a suitable investment for such Purchaser. Such Purchaser has had a reasonable opportunity to ask questions of and receive answers concerning the Group Parties and all such questions have been answered to such Purchaser’s satisfaction. The determination of such Purchaser to acquire any Series A Preferred Shares pursuant to this Agreement has been made by such Purchaser independent of any such answers given or other statements made by the Group Companies and their respective Affiliates and representatives. (i) Such Purchaser has had the opportunity to ask questions ofconsult with its own tax and other advisors with respect to the consequences to such Purchaser of the purchase, receive answers from receipt or ownership of the Series A Preferred Shares, including the tax consequences under federal, state, local and obtain additional information from Buyer concerning the business and financial condition of Buyer. (b) Shareholder understands, acknowledges and agrees that: (a) no shares of Buyer Common Stock have been registered or qualified under the Securities Act, or under any securities Laws of any state other income tax laws of the United States or any other jurisdictioncountry and the possible effects of changes in such tax laws. Such Purchaser acknowledges that none of the Issuer, in reliance upon specific exemptions thereunder for transactions not involving its Subsidiaries, Affiliates, successors, beneficiaries, heirs, and assigns and its and their past and present directors, managers, officers, employees, and agents (including, without limitation, their attorneys) makes or has made any public offering; (b) Buyer Common Stock constitutes “restricted securities” as defined in Rule 144 under the Securities Act; (c) Buyer Common Stock is neither traded nor tradable on any securities exchange representation or over-the-counter; and (d) no shares of Buyer Common Stock may be sold, transferred or otherwise disposed of unless a registration statement under the Securities Act with respect warranties to such shares Purchaser regarding the consequences to such Purchaser of the purchase, receipt or ownership of the Series A Preferred Shares or the consequences of the transactions contemplated by this Agreement, including the tax consequences under federal, state, local and qualification in accordance with any applicable state securities Laws becomes effective or unless an exemption from such registration and qualification is available and demonstrated to other tax laws of the reasonable satisfaction of Buyer and its counsel. Shareholder will refrain from transferring or otherwise disposing of any of shares of Buyer Common Stock acquired hereunder United States or any interest therein other country and the possible effects of changes in any manner that may cause Buyer such tax laws. Such Purchaser has had an opportunity to consult with independent legal counsel regarding his, her or Shareholder to be its rights and obligations under this Agreement and such Purchaser fully understands the terms and conditions contained herein. (j) The office or offices of each Purchaser in violation which its principal place of business is identified in the Securities Act address or any applicable state securities Laws; and further, Shareholder may only transfer Buyer Common Stock pursuant to the Stockholders’ Agreement attached hereto as Exhibit B.addresses of such Purchaser set forth on Schedule I.

Investment Matters. (a) The Shareholder is acquiring Buyer Common Stock for investment purposesand, for his own account and not with a view to distribution or resale thereof or to divide its participation with others. Shareholder is an “accredited investor” as defined if applicable, the Related JLW Owner are resident in Regulation D promulgated the country identified under the Securities Act. Shareholder has knowledge Shareholder's and experience Related JLW Owner's names in financial columns 1 and business matters such that he is capable 2, respectively, of evaluating the merits and risks of an investment in Buyer Common Stock. Shareholder acknowledges that he has received and has reviewed all material and relevant information concerning Buyer, which the Company has furnished to ShareholderAnnex B hereto, and has had neither the opportunity to ask questions ofShareholder nor, receive answers from and obtain additional information from Buyer concerning if applicable, the business and financial condition of BuyerRelated JLW Owner is resident in a territory outside such country. (b) The Shareholder understandsand, acknowledges if applicable, the Related JLW Owner agree not to engage in any hedging transactions with regard to the Convertible Note (and agrees that: (athe Consideration Shares issuable upon conversion thereof) no shares of Buyer Common Stock have been registered or qualified under unless in compliance with the Securities Act. (c) The Shareholder and, or under any securities Laws if applicable, the Related JLW Owner acknowledge and agree that the Consideration Shares issuable upon conversion of any state the Convertible Note will, upon issuance thereof, 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 Convertible Note (and the Consideration Shares issuable upon conversion thereof) 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 the Convertible Note (and the Consideration Shares issuable upon conversion thereof). (e) The Shareholder and, if applicable, the Related JLW Owner have received and have had an opportunity to carefully review the Offering Memorandum, dated 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-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, 1998, Parent's 1997 Annual Report to Stockholders and proxy statement dated March 31, 1998 and Parent's Current Report on Form 8- K dated September 3, 1998, and the Shareholder and, if applicable, the Related JLW Owner have had a reasonable opportunity to ask questions of and receive answers from Parent concerning Parent, and to obtain any additional information reasonably necessary to verify the accuracy 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 Related JLW Owner. (f) 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 jurisdictionthan those contained in the Australasia Region Agreement, and in reliance entering into this transaction the Shareholder and, if applicable, the Related JLW Owner are not relying upon specific exemptions thereunder for transactions not involving any public offeringinformation, other than that referred to in the foregoing paragraph, contained in the Australasia 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; (b) Buyer Common Stock constitutes “restricted securities” as defined in Rule 144 under provided that the Securities Act; (c) Buyer Common Stock is neither traded nor tradable on any securities exchange Shareholder and, if applicable, the Related JLW Owner acknowledge and agree that the only representations or over-the-counter; and (d) no shares of Buyer Common Stock may be sold, transferred or otherwise disposed of unless a registration statement under the Securities Act warranties that Parent has made with respect to such shares information are as set forth in Sections 4.7 and qualification in accordance with any applicable state securities Laws becomes effective or unless an exemption from such registration and qualification is available and demonstrated to the reasonable satisfaction of Buyer and its counsel. Shareholder will refrain from transferring or otherwise disposing of any of shares of Buyer Common Stock acquired hereunder or any interest therein in any manner that may cause Buyer or Shareholder to be in violation 4.20 of the Securities Act or any applicable state securities Laws; and further, Shareholder may only transfer Buyer Common Stock pursuant to the Stockholders’ Agreement attached hereto as Exhibit B.Australasia Region Agreement.

Investment Matters. (a) Shareholder is acquiring Buyer Common Stock for investment purposes, for his own account and Each Preferred Stockholder agrees not to engage in any hedging transaction with a view regard to distribution or resale thereof or to divide its participation the Agere Shares unless in compliance with others. Shareholder is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Shareholder has knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of an investment in Buyer Common Stock. Shareholder acknowledges that he has received and has reviewed all material and relevant information concerning Buyer, which the Company has furnished to Shareholder, and has had the opportunity to ask questions of, receive answers from and obtain additional information from Buyer concerning the business and financial condition of Buyer. (b) Shareholder understands, Each Preferred Stockholder acknowledges and agrees that: (a) no shares of Buyer Common Stock have been registered or qualified under that the Securities Act, or under any securities Laws of any state Agere Shares are being offered and sold to the Preferred Stockholders in reliance on specific exemptions from the registration requirements of the United States or other jurisdictionfederal and state securities Laws and that Agere is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Agere set forth herein in reliance upon specific order to determine the applicability of such exemptions thereunder for transactions not involving any public offering; (b) Buyer Common Stock constitutes “restricted securities” as defined in Rule 144 under and the Securities Act; suitability of the Preferred Stockholders to acquire the Agere Shares. (c) Buyer Common Stock is neither traded nor tradable Each Preferred Stockholder has received and has had an opportunity to review Agere's Annual Report on Form 10-K for the fiscal years ended September 30, 2003 and September 30, 2002, Agere's Annual Report to Stockholders for fiscal 2002, Agere's Proxy Statement for the 2002 annual meeting of stockholders, and each Preferred Stockholder has had a reasonable opportunity to ask questions of and receive answers from Agere concerning Agere, and to obtain any securities exchange or over-the-counter; additional information reasonably necessary to verify the accuracy of the information furnished to the Preferred Stockholders concerning Agere and all such questions, if any, have been answered to the full satisfaction of the Preferred Stockholders. (d) Each Preferred Stockholder acknowledges that no shares representations or warranties have been made with respect to the Agere Shares to such Preferred Stockholder by Agere or any agent, employee or Affiliate of Buyer Common Stock may be soldAgere other than those contained in this Agreement, transferred and in entering into the transactions contemplated hereunder such Preferred Stockholder is not relying upon any information, other than that referred to in the foregoing paragraph, contained in this Agreement, and the results of the independent investigations by such Preferred Stockholder and its representatives; provided that each Preferred Stockholder acknowledges and agrees that the only representations or otherwise disposed of unless a registration statement under the Securities Act warranties that Agere has made with respect to such shares and qualification information are as set forth in accordance with any applicable state securities Laws becomes effective or unless an exemption from such registration and qualification is available and demonstrated to the reasonable satisfaction of Buyer and its counsel. Shareholder will refrain from transferring or otherwise disposing of any of shares of Buyer Common Stock acquired hereunder or any interest therein in any manner that may cause Buyer or Shareholder to be in violation of the Securities Act or any applicable state securities Laws; and further, Shareholder may only transfer Buyer Common Stock pursuant to the Stockholders’ Agreement attached hereto as Exhibit B.Agreement.

Investment Matters. (a) Shareholder Holdco is acquiring Buyer Common the Consideration Stock for its own account with the present intention of holding the Consideration Stock for investment purposes, for his own account purposes and not with a view to or for sale in connection with any public distribution of such securities in violation of any federal or resale thereof or to divide its participation with othersstate securities Laws. Shareholder Holdco is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as defined presently in Regulation D promulgated under the Securities Act. Shareholder effect, and has sufficient knowledge and experience in financial and business matters such that he is to be capable of evaluating the merits and risks of an its investment in Buyer Common the Consideration Stock, and Holdco is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Consideration Stock. Shareholder Holdco acknowledges that he the Consideration Stock has received not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities Law and has reviewed all material understands and relevant information concerning Buyeragrees that it may not sell or dispose of any of the Consideration Stock except pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and any other applicable federal, state or foreign securities Laws. Holdco and the Stockholders hereby acknowledge and agree that neither Parent nor Purchaser makes any representation or warranty on the actual value of the Consideration Stock. (b) Holdco acknowledges that (i) none of the offer, issuance, sale nor resale of the shares of Consideration Stock have been or are being registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and accordingly the Consideration Stock may not be offered for sale, sold, assigned or transferred unless (A) the transaction is subsequently registered under the Securities Act, (B) Holdco shall have delivered to Parent (if requested by Parent) an opinion of counsel with expertise in U.S. federal securities laws, in a form reasonably acceptable to Parent, to the effect that such shares of Consideration Stock to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or an opinion of counsel shall otherwise have been delivered under Section 9.6; provided that no legal opinion shall be required for a transfer of the shares of Consideration Stock by Holdco to a Stockholder, or (C) Holdco provides Parent with reasonable assurance that such shares of Consideration Stock can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (iii) any sale of the Consideration Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Consideration Stock under circumstances in which the Company has furnished seller (or the Person through whom the sale is made) may be deemed to Shareholder, be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC promulgated thereunder. (c) Holdco acknowledges that it has had the opportunity to review the Transaction Agreements (including all exhibits and schedules thereto) and the Parent SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from from, representatives of Parent concerning the terms and conditions of the offering of the Consideration Stock and the merits and risks of investing in the Consideration Stock; (ii) access to information about Parent and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information from Buyer concerning that Parent possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the business and financial condition of Buyerinvestment. (bd) Shareholder understands, acknowledges and agrees that: (a) no shares of Buyer Common Holdco is not acquiring the Consideration Stock have been registered or qualified under the Securities Act, or under any securities Laws as a result of any state of the United States advertisement, article, notice or other jurisdictioncommunication regarding the Consideration Stock published in any newspaper, in reliance upon specific exemptions thereunder for transactions not involving magazine or similar media or broadcast over television or radio or presented at any public offering; seminar or any other general solicitation or general advertisement. (be) Buyer Common Holdco understands that the Consideration Stock constitutes “restricted securities” as defined in Rule 144 under the Securities Act; (c) Buyer Common Stock is neither traded nor tradable on any securities exchange or over-the-counter; and (d) no shares of Buyer Common Stock may will be sold, transferred or otherwise disposed of unless a issued pursuant to an exemption from registration statement under the Securities Act with respect to such shares and qualification in accordance with any applicable state securities Laws becomes effective laws, and except as set forth herein, the Consideration Stock, whether in certificated or unless an exemption from such registration and qualification is available and demonstrated to book-entry form, shall bear any legend as required by the reasonable satisfaction of Buyer and its counsel. Shareholder will refrain from transferring or otherwise disposing “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of shares of Buyer Common Stock acquired hereunder or any interest therein in any manner that may cause Buyer or Shareholder to be in violation of the Securities Act or any applicable state securities Laws; and furthersuch stock certificates): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, Shareholder may only transfer Buyer Common Stock pursuant to the Stockholders’ Agreement attached hereto as Exhibit B.AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

Investment Matters. (a) Shareholder is acquiring Buyer Common Stock for investment purposes, for his own account and not with a view to distribution or resale thereof or to divide its participation with others. Shareholder Semitool is an “accredited investor” as defined in within the meaning of Regulation D promulgated under of the Securities Act of 1933, as amended (the “Securities Act. Shareholder ”) and Semitool has knowledge the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in financial and business matters such that he is capable of evaluating the merits and risks of shares presenting an investment decision like that involved in Buyer Common Stock. Shareholder acknowledges that he the acquisition of the Buyer’s Shares, including investments in securities issued by Aviza and investments in comparable companies, and has received requested all information it deemed relevant in making an informed decision to acquire the Buyer’s Shares and has reviewed and considered all material and relevant information concerning Buyer, which the Company has furnished provided in response to Shareholder, and has had the opportunity to ask questions of, receive answers from and obtain additional information from Buyer concerning the business and financial condition of Buyersuch requests. (b) Shareholder understands, acknowledges Semitool is acquiring the Buyer’s Shares for its own account for investment only and agrees that: (a) with no shares present intention of Buyer Common Stock have been registered or qualified under the Securities Act, or under distributing any securities Laws of any state of the United States or other jurisdiction, in reliance upon specific exemptions thereunder for transactions not involving any public offering; (b) Buyer Common Stock constitutes “restricted securities” as defined in Rule 144 under the Securities Act; (c) Buyer Common Stock is neither traded nor tradable on any securities exchange or over-the-counter; and (d) no shares of Buyer Common Stock may be sold, transferred or otherwise disposed of unless a registration statement under the Securities Act with respect to such shares and qualification in accordance with any applicable state securities Laws becomes effective or unless an exemption from such registration and qualification is available and demonstrated to the reasonable satisfaction of Buyer and its counsel. Shareholder will refrain from transferring or otherwise disposing of any of shares of Buyer Common Stock acquired hereunder or any interest therein in any manner that may cause Buyer or Shareholder to be Buyer’s Shares in violation of the Securities Act or any arrangement or understanding with any other individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or other entity (each a “Person”) regarding the distribution of such Buyer’s Shares. (c) Semitool will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Buyer’s Shares except in compliance with the *** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Securities Act, applicable state securities Laws; laws and furtherthe respective rules and regulations promulgated thereunder. (d) Semitool understands that its acquisition of the Buyer’s Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, Shareholder which exemptions may only transfer Buyer Common Stock pursuant to depend upon, among other things, the Stockholders’ Agreement attached hereto bona fide nature of Semitool’s investment intent as Exhibit B.expressed herein.

Investment Matters. (a) Shareholder At the execution and delivery of this Agreement and at Closing such Holder is acquiring Buyer Common Stock for investment purposes, for his own account and not with a view to distribution or resale thereof or to divide its participation with others. Shareholder is will be an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Shareholder has knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of an investment in Buyer Common Stock. Shareholder acknowledges that he has received and has reviewed all material and relevant information concerning Buyer, which the Company has furnished to Shareholder, and has had the opportunity to ask questions of, receive answers from and obtain additional information from Buyer concerning the business and financial condition of BuyerAccredited Investor. (b) Shareholder understands, acknowledges Such Holder will be acquiring and agrees that: (a) no accepting the shares of Buyer Common Stock have been registered for its own account for investment and with no present intention of distributing such shares, but without prejudice to its right at all times to sell or qualified otherwise dispose of all or any part of the Buyer Common Stock under an appropriate registration statement filed under the Securities Act, or under any securities Laws of any state of in a transaction exempt from the United States or other jurisdiction, in reliance upon specific exemptions thereunder for transactions not involving any public offering; (b) Buyer Common Stock constitutes “restricted securities” as defined in Rule 144 under the Securities Act; (c) Buyer Common Stock is neither traded nor tradable on any securities exchange or over-the-counter; and (d) no shares of Buyer Common Stock may be sold, transferred or otherwise disposed of unless a registration statement under the Securities Act with respect to such shares and qualification in accordance with any applicable state securities Laws becomes effective or unless an exemption from such registration and qualification is available and demonstrated to the reasonable satisfaction of Buyer and its counsel. Shareholder will refrain from transferring or otherwise disposing of any of shares of Buyer Common Stock acquired hereunder or any interest therein in any manner that may cause Buyer or Shareholder to be in violation requirements of the Securities Act or and exempt from any applicable state securities Laws; . (c) Such Holder has received and furthercarefully reviewed the Buyer SEC Reports, Shareholder may only transfer and understands that such material does not contain the type of disclosure that would be found typically in a private placement memorandum. Such Holder has had the opportunity to make inquiries of the management of Buyer and to obtain such additional information as such Holder has deemed necessary to make an informed investment decision regarding the Buyer Common Stock and the Consideration paid therefor. (d) Such Holder acknowledges and agrees that no representations or warranties have been made to it by Buyer or any director, officer, employee or affiliate of Buyer other than as expressly contained in this Agreement. In entering this transaction such Holder is not relying upon any information, other than that which is expressly set forth in this Agreement and that which such Holder has obtained as a result of Seller's due diligence, including review of all materials delivered to Seller pursuant to the Stockholders’ terms of this Agreement, and such Holder's own independent analysis of the risks of investment represented by the Buyer Common Stock. (e) SUCH HOLDER ACKNOWLEDGES THAT THE SHARES OF BUYER COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS; THE BUYER COMMON STOCK MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN STRICT ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) AN EFFECTIVE EXEMPTION FROM ANY SUCH REGISTRATION REQUIREMENTS. Such Holder understands no federal or state agency has made any finding or determination as to any aspect of the investment in the Buyer Common Stock. (f) Such Holder is fully capable of bearing the economic risk of such Holder's and Seller's investment in the Buyer Common Stock, including a total loss thereof. The economic risk of such Holder's and Seller's investment shall be borne solely by such Holder and Seller for an indefinite period of time and there is not now, and there may never be, an active public market for the Buyer Common Stock. (g) Such Holder has sought and received such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the execution of this Agreement attached hereto as Exhibit B.and the acquisition of the Buyer Common Stock.