Investment Representation of Shareholder. (a) Medix understands that the Preferred Shares to be issued to it hereunder will not be registered under the federal Securities Act. Medix represents and warrants that the Preferred Shares to be acquired by it will be acquired by it for its own account, not as a nominee or agent, and without a view to a distribution within the meaning of the Securities Act and the rules and regulations thereunder, and Medix will not distribute any of the Preferred Shares in violation of the Securities Act. Medix acknowledges that because the Preferred Shares are not registered under the Securities Act, the Preferred Shares must be held indefinitely by it unless they are subsequently registered under the Securities Act, or unless an exemption from registration is available and Medix delivers to Banyan an opinion from experienced securities counsel, in form and substance acceptable to Banyan, that an exemption is available. (b) Medix confirms that Banyan has made and will make available to it the opportunity to ask questions of and receive answers from Banyan's and NuMed's officers and directors concerning the terms and conditions of the investment in, and the business and financial condition of, Banyan and NuMed, and Medix has received to its satisfaction such additional information, in addition to that set forth herein, about the business and financial condition and plans and prospects of Banyan and NuMed and the terms and conditions of the Preferred Shares as it has thus far requested. (c) The certificate representing the Preferred Shares to be issued to Medix hereunder may contain the following restrictive legend noting the restrictions on transfer herein described: The shares of stock represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold, transferred or otherwise disposed of by the holder hereof unless registered under the Act or an exemption from registration is available.
