Common use of Investment Matters Clause in Contracts

Investment Matters. Seller is acquiring the New Horizons Stock for investment purposes, for its own account and not with a view to distribution or resale thereof or to divide its participation with others; provided, however, Seller may elect to transfer the New Horizons Stock to the Principals, who hereby confirm that they will thereby acquire the New Horizons Stock for investment purposes, for their own account and not with a view to distribution or resale thereof or to divide his participation with others. Seller and the Principals both meet the definition of "accredited investor" as defined in Regulation D, 17 C.F.R. Sec. 230.501(a), under the Securities Act of 1933, as amended (the "ACT"). Seller and the Principals both have knowledge and experience in financial and business matters such that they are capable of evaluating the merits and risks of an investment in the New Horizons Stock. Seller and the Principals acknowledge that they have received and have reviewed the following documents (collectively, the "NEW HORIZONS' DISCLOSURE DOCUMENTS"): (a) New Horizons' most recent Proxy Statement, (b) New Horizons' most recent Annual Report on Form 10-K, (c) New Horizons' Form 10-Q Quarterly Report(s) for the fiscal quarter(s) subsequent to such Annual Report, and (d) all other material and relevant information concerning New Horizons, which New Horizons has furnished in accordance with the rules of the Securities and Exchange Commission ("SEC"), and have had the opportunity to ask questions of, receive answers from and obtain additional information from New Horizons concerning the business and financial condition of New Horizons. Seller and the Principals understand, acknowledge and agree that: (i) none of the New Horizons Stock will be registered under the Act and that all of the New Horizons Stock will constitute "restricted securities" as defined in Rule 144 (or its successor) under the Act; (ii) the New Horizons Stock must be held indefinitely unless it is registered under the Act or an exemption from registration is available; (iii) neither New Horizons nor Buyer is under any obligation or has made any commitment to provide any such registration or to take such steps as are necessary to permit sale without registration pursuant to Rule 144 under the Act or otherwise; (iv) at such time as the New Horizons Stock may be disposed of in routine sales without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance with all of the terms and conditions of Rule 144; (v) if the Rule 144 exemption is not available, compliance with some other exemption from registration will be required; (vi) all certificates evidencing the New Horizons Stock will bear an appropriate legend concerning restrictions on transfer; (vii) the transfer agent and registrar of Buyer will be advised by appropriate "stop-transfer" instructions of the foregoing restrictions and instructed to advise Buyer of any proposed transfer of certificate(s) evidencing the New Horizons Stock; and (viii) in addition to the forgoing restrictions, subject to Section 9.6, no shares of the New Horizons Stock may be sold or transferred during the twelve (12) months following their issuance.

Investment Matters. Seller is acquiring the New Horizons Stock for investment purposes, for its own account and not with a view to distribution or resale thereof or to divide its participation with others; provided, however, Seller may elect to transfer the New Horizons Stock to the PrincipalsShareholder, who hereby confirm confirms that they he will thereby acquire the New Horizons Stock for investment purposes, for their his own account and not with a view to distribution or resale thereof or to divide his participation with others. Seller and the Principals Shareholder both meet the definition of "accredited investor" as defined in Regulation D, 17 C.F.R. Secss. 230.501(a), under the Securities Act of 1933, as amended (the "ACTAct"). Seller and the Principals Shareholder both have knowledge and experience in financial and business matters such that they are capable of evaluating the merits and risks of an investment in the New Horizons Stock. Seller and the Principals Shareholder acknowledge that they have received and have reviewed the following documents (collectively, the "NEW HORIZONS' DISCLOSURE DOCUMENTS"): (a) New Horizons' most recent Proxy Statement, (b) New Horizons' most recent Annual Report on Form 10-K, (c) New Horizons' Form 10-Q Quarterly Report(s) for the fiscal quarter(s) subsequent to such Annual Report, and (d) all other material and relevant information concerning New Horizons, which New Horizons has furnished in accordance with the rules of the Securities and Exchange Commission ("SEC"), and have had the opportunity to ask questions of, receive answers from and obtain additional information from New Horizons concerning the business and financial condition of New Horizons. Seller and the Principals Shareholder understand, acknowledge and agree that: (i) none of the New Horizons Stock will be registered under the Act and that all of the New Horizons Stock will constitute "restricted securities" as defined in Rule 144 (or its successor) under the Act; (ii) the New Horizons Stock must be held indefinitely unless it is registered under the Act or an exemption from registration is available; (iii) neither New Horizons nor Buyer is under any obligation or has made any commitment to provide any such registration or to take such steps as are necessary to permit sale without registration pursuant to Rule 144 under the Act or otherwise; (iv) at such time as the New Horizons Stock may be disposed of in routine sales without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance with all of the terms and conditions of Rule 144; (v) if the Rule 144 exemption is not available, compliance with some other exemption from registration will be required; (vi) all certificates evidencing the New Horizons Stock will bear an appropriate legend concerning restrictions on transfer; (vii) the transfer agent and registrar of Buyer will be advised by appropriate "stop-transfer" instructions of the foregoing restrictions and instructed to advise Buyer of any proposed transfer of certificate(s) evidencing the New Horizons Stock; and (viii) in addition to the forgoing restrictions, subject to Section 9.6, no shares of the New Horizons Stock may be sold or transferred during the twelve (12) months following their issuance.

Investment Matters. Seller is acquiring the New Horizons Stock for investment purposes, for its own account and not with a view to distribution or resale thereof or to divide its participation with others; provided, however, Seller may elect to transfer the New Horizons Stock to the PrincipalsMembers, who hereby confirm that they will thereby acquire the New Horizons Stock for investment purposes, for their own account and not with a view to distribution or resale thereof or to divide his their participation with others. Seller and the Principals Members both meet the definition of "accredited investor" as defined in Regulation D, 17 C.F.R. Sec. Section 230.501(a), under the Securities Act of 1933, as amended (the "ACTAct"). Seller and the Principals Members both have knowledge and experience in financial and business matters such that they are capable of evaluating the merits and risks of an investment in the New Horizons Stock. Seller and the Principals Members acknowledge that they have received and have reviewed the following documents (collectively, the "NEW HORIZONS' DISCLOSURE DOCUMENTS"): (a) New Horizons' most recent Proxy StatementStatement dated Aprix 0, 0000, (bx) New Xxx Horizons' most recent Annual Report on Form 10-KK for the year ended December 31, 1997, (c) New Horizons' Form 10-Q Quarterly Report(s) Reports for the fiscal quarter(squarters ended March 31, 1998, and June 30, 1998, (d) subsequent to such Annual ReportNew Horizons' Report on Form 8-K dated May 13, 1998, and (de) all other material and relevant information concerning New Horizons, which New Horizons has furnished in accordance with the rules of the Securities and Exchange Commission ("SEC"), and have had the opportunity to ask questions of, receive answers from and obtain additional information from New Horizons concerning the business and financial condition of New Horizons. Seller and the Principals Members understand, acknowledge and agree that: (i) none of the New Horizons Stock will be registered under the Act and that all of the New Horizons Stock will constitute "restricted securities" as defined in Rule 144 (or its successor) under the Act; (ii) the New Horizons Stock must be held indefinitely unless it is registered under the Act or an exemption from registration is available; (iii) neither New Horizons nor Buyer is under any obligation or has made any commitment to provide any such registration or to take such steps as are necessary to permit sale without registration pursuant to Rule 144 under the Act or otherwise; (iv) at such time as the New Horizons Stock may be disposed of in routine sales without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance with all of the terms and conditions of Rule 144; (v) if the Rule 144 exemption is not available, compliance with some other exemption from registration will be required; (vi) all certificates evidencing the New Horizons Stock will bear an appropriate legend concerning restrictions on transfer; (vii) the transfer agent and registrar of Buyer will be advised by appropriate "stop-transfer" instructions of the foregoing restrictions and instructed to advise Buyer of any proposed transfer of certificate(s) evidencing the New Horizons Stock; and (viii) in addition to the forgoing restrictions, subject to Section 9.6, no shares of the New Horizons Stock may be sold or transferred during the twelve (12) months following their issuance.of

Investment Matters. To the extent that any Earn-Out Consideration is paid pursuant to this Agreement, the Seller is acquiring and each of the New Horizons Stock Principals represent that the Earn-Out Shares are being acquired for Seller’s and/or each Principal’s own account and not on behalf of any other Person, and all such Earn-Out Share are being acquired for investment purposes, for its own account purposes only and not with a view to distribution to, or for sale in connection with, any resale thereof or to divide its participation with others; provided, however, Seller may elect to transfer distri-bution of such Earn-Out Shares. Each of the New Horizons Stock to the Principals, who hereby confirm that they will thereby acquire the New Horizons Stock for investment purposes, for their own account and not with a view to distribution or resale thereof or to divide his participation with others. Seller and Principals has received or examined Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, Buyer’s Amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2005, Buyer’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 and Buyer’s Definitive Proxy Statement dated July 18, 2006. Each of the Seller and Principals both meet has had the definition opportunity to ask questions and receive answers from Buyer concerning Buyer, and have been furnished with all other information about Buyer which it/he has requested. Each of "the Seller and Principals is an “accredited investor" ” as defined in Regulation D, 17 C.F.R. Sec. 230.501(a), under Rule 501(a) of the Securities Act of 1933, as amended (amended. Each of the "ACT"). Seller and Principals believes that it/he has been fully apprised of all facts and circumstances necessary to permit it/him to make an informed decision about acquiring the Principals both have Earn-Out Shares, that it/he has sufficient knowledge and experience in business and financial and business matters such that they are it/he is capable of evaluating the merits and risks of an investment in the New Horizons StockEarn-Out Shares, and that it/he has the capacity to protect its/his own interests in connection with the transactions contemplated hereby. Each of the Seller and the Principals acknowledge that they have received has been advised by Buyer and have reviewed the following documents (collectively, the "NEW HORIZONS' DISCLOSURE DOCUMENTS"): (a) New Horizons' most recent Proxy Statementunderstands that, (b1) New Horizons' most recent Annual Report on Form 10the Earn-KOut Shares to be issued hereunder, (c) New Horizons' Form 10-Q Quarterly Report(s) for from the fiscal quarter(s) subsequent to such Annual Report, and (d) all other material and relevant information concerning New Horizons, which New Horizons has furnished in accordance with date of issuance until the rules effectiveness of the Securities and Exchange Commission ("SEC"), and have had registration statement that Buyer is required to file pursuant to the opportunity Registration Rights Agreement with respect to ask questions of, receive answers from and obtain additional information from New Horizons concerning the business and financial condition of New Horizons. Seller and the Principals understand, acknowledge and agree that: (i) none re-sale of the New Horizons Stock Earn-Out Shares, will not be registered under the Act and that all of the New Horizons Stock will constitute "restricted securities" as defined in Rule 144 any federal or state securities laws, (or its successor2) under the Act; (ii) the New Horizons Stock such Earn-Out Shares must be held indefinitely unless it is and until they are subsequently registered under the Act or an exemption from registration is becomes available; , (iii3) neither New Horizons nor Buyer is under any obligation or has made any commitment except as otherwise provided in the Registration Rights Agreement, the certificates representing such Earn-Out Shares shall bear appropriate restrictive legends, and (4) prior to provide any such the registration or to take such steps as are necessary to permit sale without registration of the Earn-Out Shares pursuant to Rule 144 under the Act Registration Rights Agreement or otherwise; (iv) at such time as the New Horizons Stock may be disposed of in routine sales without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance with all removal of the terms and conditions of Rule 144; restrictive legends referred to in clause (v3) if above, Buyer shall have the Rule 144 exemption is not available, compliance with some other exemption from registration will be required; (vi) all certificates evidencing the New Horizons Stock will bear an appropriate legend concerning restrictions on transfer; (vii) right to direct the transfer agent and registrar of its common stock to place a stop transfer order against such certificates. None of the Seller nor any Principal have sold any shares of capital stock, membership interests or other securities of either of the Seller or of Buyer will be advised by appropriate "stop-transfer" instructions of the foregoing restrictions and instructed to advise Buyer of at any proposed transfer of certificate(s) evidencing the New Horizons Stock; and (viii) in addition to the forgoing restrictions, subject to Section 9.6, no shares of the New Horizons Stock may be sold or transferred time during the twelve (12) months following their issuance30-day period ending on the Closing Date.

Investment Matters. Seller is acquiring the New Horizons Stock for investment purposes, for its own account and not with a view to distribution or resale thereof or to divide its participation with others; provided, however, Seller may elect to transfer the New Horizons Stock to the PrincipalsShareholder, who hereby confirm confirms that they he will thereby acquire the New Horizons Stock for investment purposes, for their his own account and not with a view to distribution or resale thereof or to divide his participation with others. Seller and the Principals Shareholder both meet the definition of "accredited investor" as defined in Regulation D, 17 C.F.R. Secss. 230.501(a), under the Securities Act of 1933, as amended (the "ACTAct"). Seller and the Principals Shareholder both have knowledge and experience in financial and business matters such that they are capable of evaluating the merits and risks of an investment in the New Horizons Stock. Seller and the Principals Shareholder acknowledge that they have received and have reviewed the following documents (collectively, the "NEW HORIZONS' DISCLOSURE DOCUMENTS"): (a) New Horizons' most recent Proxy Statement, (b) New Horizons' most recent Annual Report Reports on Form 10-KK for the years ending December 31, 1997 and 1998, (c) New Horizons' Form 10-Q Quarterly Report(s) for the fiscal quarter(s) subsequent to such the 1999 Annual Report, (d) draft Proxy Statement for the 1999 New Horizons' Shareholders Meeting, and (de) all other material and relevant information concerning New Horizons, which New Horizons has furnished in accordance with the rules of the Securities and Exchange Commission ("SEC"), and have had the opportunity to ask questions of, receive answers from and obtain additional information from New Horizons concerning the business and financial condition of New Horizons. Seller and the Principals Shareholder understand, acknowledge and agree that: (i) none of the New Horizons Stock will be registered under the Act and that all of the New Horizons Stock will constitute "restricted securities" as defined in Rule 144 (or its successor) under the Act; (ii) the New Horizons Stock must be held indefinitely unless it is registered under the Act or an exemption from registration is available; (iii) neither New Horizons nor Buyer is under any obligation or has made any commitment to provide any such registration or to take such steps as are necessary to permit sale without registration pursuant to Rule 144 under the Act or otherwise; (iv) at such time as the New Horizons Stock may be disposed of in routine sales without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance with all of the terms and conditions of Rule 144; (v) if the Rule 144 exemption is not available, compliance with some other exemption from registration will be required; (vi) all certificates evidencing the New Horizons Stock will bear an appropriate legend concerning restrictions on transfer; (vii) the transfer agent and registrar of Buyer will be advised by appropriate "stop-transfer" instructions of the foregoing restrictions and instructed to advise Buyer of any proposed transfer of certificate(s) evidencing the New Horizons Stock; and (viii) in addition to the forgoing restrictions, subject to Section 9.6, no shares of the New Horizons Stock may be sold or transferred during the twelve (12) months following their issuance.

Investment Matters. Seller is acquiring the New Horizons Stock The Earn-Out Shares to be issued hereunder, if any, are being acquired for Sellers’ own account and not on behalf of any other Person, and all such Shares are being acquired for investment purposes, for its own account purposes only and not with a view to, or for sale in connection with, any resale or distribution of such Earn-Out Shares. Sellers have received or examined Buyer’s Annual Report on Form 10-K for the year ended December 31, 2005, Buyer’s Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2006, all Forms 8-K filed by Buyer with the SEC after December 31, 2005 and Buyer’s, prospectus filed under Rule 424(b)(4) of the Act on December 8, 2006. Sellers have had the opportunity to distribution or resale thereof or to divide its participation ask questions and receive answers from Buyer concerning Buyer, and have been furnished with others; provided, however, all other information about Buyer which it has requested. Each Seller may elect to transfer the New Horizons Stock to the Principals, who hereby confirm that they will thereby acquire the New Horizons Stock for investment purposes, for their own account and not with a view to distribution or resale thereof or to divide his participation with others. Seller and the Principals both meet the definition of "is an “accredited investor" ” as defined in Regulation DRule 501(a) of the Act. Each Seller believes that it has been fully apprised of all facts and circumstances necessary to permit it to make an informed decision about acquiring the Earn-Out Shares, 17 C.F.R. Sec. 230.501(a), under the Securities Act of 1933, as amended (the "ACT"). Seller and the Principals both have that it has sufficient knowledge and experience in business and financial and business matters such that they are it is capable of evaluating the merits and risks of an investment in the New Horizons StockEarn-Out Shares, and that it has the capacity to protect its own interests in connection with the transactions contemplated hereby. Seller The Sellers have been advised by Buyer and the Principals acknowledge that they have received and have reviewed the following documents (collectivelyunderstand that, the "NEW HORIZONS' DISCLOSURE DOCUMENTS"): (a) New Horizons' most recent Proxy Statementthe Earn-Out Shares to be issued hereunder will not be registered under any federal or state securities laws, (b) New Horizons' most recent Annual Report on Form 10-Ksuch shares must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available, (c) New Horizons' Form 10-Q Quarterly Report(s) for the fiscal quarter(s) subsequent to certificates representing such Annual Reportshares shall bear appropriate restrictive legends, and (d) all other material and relevant information concerning New Horizons, which New Horizons has furnished in accordance with Buyer shall have the rules of the Securities and Exchange Commission ("SEC"), and have had the opportunity right to ask questions of, receive answers from and obtain additional information from New Horizons concerning the business and financial condition of New Horizons. Seller and the Principals understand, acknowledge and agree that: (i) none of the New Horizons Stock will be registered under the Act and that all of the New Horizons Stock will constitute "restricted securities" as defined in Rule 144 (or its successor) under the Act; (ii) the New Horizons Stock must be held indefinitely unless it is registered under the Act or an exemption from registration is available; (iii) neither New Horizons nor Buyer is under any obligation or has made any commitment to provide any such registration or to take such steps as are necessary to permit sale without registration pursuant to Rule 144 under the Act or otherwise; (iv) at such time as the New Horizons Stock may be disposed of in routine sales without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance with all of the terms and conditions of Rule 144; (v) if the Rule 144 exemption is not available, compliance with some other exemption from registration will be required; (vi) all certificates evidencing the New Horizons Stock will bear an appropriate legend concerning restrictions on transfer; (vii) direct the transfer agent and registrar of Buyer will be advised by appropriate "stop-transfer" instructions of the foregoing restrictions and instructed its common stock to advise Buyer of any proposed place a stop transfer of certificate(s) evidencing the New Horizons Stock; and (viii) in addition to the forgoing restrictions, subject to Section 9.6, no shares of the New Horizons Stock may be sold or transferred during the twelve (12) months following their issuanceorder against such certificates.