Common use of Investment Representations and Restrictions on Transfer Clause in Contracts

Investment Representations and Restrictions on Transfer. (a) Seller has been advised, and understands that the issuance by Parent of the shares of Parent's Common Stock pursuant to Section 4.01(b) above has not been registered under the Securities Act or the securities laws of any state, in reliance upon Section 4(2) thereunder and Rule 506 thereunder and applicable state securities laws, on the grounds that no distribution or public offering of those securities is to be effected, and that in this connection, Parent and Purchaser are relying in part on the representations of Seller set forth in this Section 6.27; (b) Except as contemplated by this Agreement, Seller is acquiring the Parent's Common Stock, for investment purposes, for its own account and not, vith a view to, or for sale in connection with, any distribution thereof in violation of federal or state securities laws; (c) Seller, by reason of its business and financial experience, has the capacity to protect its own interests in connection with the transactions contemplated hereunder, including its investment in Parent's Common Stock; (d) Seller is aware of Parent's business affairs and financial condition including the information referred to in Section 7.07 and has acquired sufficient information about Parent including the information referred to in Rule 502 under the Securities Act to reach an informed and knowledgeable decision to acquire Parent's Common Stock; (e) Seller understands that any resale or other transfer by Seller of Parent's Common Stock will be subject to restrictions under the Securities Act and applicable state securities laws, and that the certificates representing the Common Stock shall bear legends evidencing such restriction on transfer. The legends shall be substantially in the following form: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended or the securities laws of any state. The shares may not be transferred by sale, assignment, pledge or otherwise unless (i) a registration statement for the shares under the Securities Act and other applicable securities laws is in effect or (ii) the corporation has received an opinion of counsel, which opinion is reasonably satisfactory to the corporation, to the effect that such registration is not required under the Securities Act and other applicable securities laws." "The shares reprepresented by this certificate are subject to the terms and conditions contained in a Lock-up Agreement by and among Company, New Drug Services, Inc. and other parties dated September 6, 2002, a copy of which may be examined at the offices of the Company, and in an Escrow Agreement by and among the Company, Wachovia Bank, National Association and other parties dated as of September 6, 2002, a copy of which may be examined at the offices of the Company." (f) As a condition of the Closing, the Seller and each Stockholder shall execute an acknowledgement in the form attached as Exhibit C.

Investment Representations and Restrictions on Transfer. Except as otherwise agreed in this Agreement or in the Registration Rights Agreement, in the event that common stock of SFBC is issued pursuant to this Agreement, Seller, Clinsite, PCLP and/or Gessner (collectively, the "Future SFBC Shareholders") will sign an ixxxxxxxnt letter in substance containing the following representations: (a) Seller Each Future SFBC Shareholder has been advised, advised and understands that the issuance by Parent SFBC of the shares of Parent's Common Stock pursuant to Section 4.01(b) above has its common stock will not been be registered under the Securities Act or the securities laws of any state, in reliance upon Section 4(2) thereunder of the Act and Rule 506 thereunder and applicable state securities lawsthereunder, on the grounds that no distribution or public offering of those securities is to be effected, and that in this connection, Parent SFBC and Purchaser are relying in part on the representations of Clinsite and Seller set forth in this Section 6.275.28; (b) Except as contemplated Each Future SFBC Shareholder has been further advised and understand, if applicable, that no public market now exists for the common stock which may be issued by this Agreement, Seller is acquiring SFBC and that a public market may never exist for the Parent's Common Stock, securities; (c) Each Future SFBC Shareholder will purchase the common stock for investment purposes, for its their own account accounts and not, vith not with a view to, or for sale in connection with, any distribution thereof in violation of federal or state securities laws; (cd) Seller, by By reason of its their business and financial experience, each Future SFBC Shareholder has the capacity to protect its own interests interest in connection with the transactions contemplated hereunder, including its investment in Parent's Common Stockthe common stock; (de) Seller Each Future SFBC Shareholder is aware of ParentSFBC's business affairs and financial condition including the information referred to in Section 7.07 and has have each acquired sufficient information about Parent including the information referred to in Rule 502 under the Securities Act SFBC to reach an informed and knowledgeable decision to acquire Parent's Common Stockthe common stock; (ef) Seller If true, each Future SFBC Shareholder is an "accredited investor" as such term is defined in Rule 501 of Regulation D under the Act; (g) Each Future SFBC Shareholder understands that any resale or other transfer by Seller it or him of Parent's Common Stock the common stock issued pursuant to the Earn-Out if any, and exercise of the Option, will be subject to restrictions under the Securities Act and applicable state securities laws, and that the certificates representing the Common Stock common stock, issuable upon payment of the Earn-Out if any, and exercise of the Option, if applicable, shall bear legends a legend evidencing such restriction on transfer. The legends legend on the common stock shall be substantially in the following form: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended 1933 (the "Act") or the securities laws of any state. The shares may not be transferred by sale, assignment, pledge or otherwise unless (i) a registration statement for the shares under the Securities Act and other applicable securities laws is in effect or (ii) the corporation has received an opinion of counsel, which opinion is reasonably satisfactory to the corporation, to the effect that such registration is not required under the Securities Act and other applicable securities laws." "The shares reprepresented by this certificate are subject to the terms and conditions contained in a Lock-up Agreement by and among Company, New Drug Services, Inc. and other parties dated September 6, 2002, a copy of which may be examined at the offices of the Company, and in an Escrow Agreement by and among the Company, Wachovia Bank, National Association and other parties dated as of September 6, 2002, a copy of which may be examined at the offices of the Company." (f) As a condition of the Closing, the Seller and each Stockholder shall execute an acknowledgement in the form attached as Exhibit C.

Investment Representations and Restrictions on Transfer. The Holder, by acceptance hereof, confirms such Holder's representations to and agreements with the Issuer as follows: (a) Seller has been advised, The Holder is acquiring this Note solely for the purpose of investment and understands not with a view to the distribution thereof. The Holder acknowledges that this Note will not be registered under Act and the issuance acquisition of this Note by Parent of the shares of Parent's Common Stock pursuant to Section 4.01(b) above has Holder will not been be registered under the Securities Act. Therefore, the Holder acknowledges that this Note may not be transferred, sold, hypothecated or otherwise disposed of except pursuant to the registration provisions of the Act or the securities laws of any state, in reliance upon Section 4(2) thereunder pursuant to an applicable exemption therefrom and Rule 506 thereunder and applicable subject to state securities laws, on the grounds that no distribution or public offering of those securities is to be effected, and that in this connection, Parent and Purchaser are relying in part on the representations of Seller set forth in this Section 6.27;as applicable. (b) Except as contemplated by The Holder acknowledges that this AgreementNote involves a great deal of risk and that there is no existing or other market for the Notes. The Holder is able to (i) bear the economic risk of the investment in the debt of the Issuer, Seller is acquiring (ii) afford a complete loss of such investment and (iii) hold this Note indefinitely. In reaching an informed decision to invest in the Parent's Common StockIssuer, for the Holder has obtained sufficient information to evaluate the merits and risks of an investment purposes, for its own account and not, vith a view to, or for sale in connection with, any distribution thereof in violation the capital stock of federal or state securities laws;the Issuer. (c) Seller, by reason The Holder is an "accredited investor" within the meaning of its business and financial experience, has Rule 501 of Regulation D promulgated under the capacity to protect its own interests in connection with the transactions contemplated hereunder, including its investment in Parent's Common Stock;Act. (d) Seller is aware of Parent's business affairs and financial condition including the information referred to in Section 7.07 and has acquired sufficient information about Parent including the information referred to in Rule 502 under the Securities Act to reach an informed and knowledgeable decision to acquire Parent's Common Stock; (e) Seller understands that any resale or other transfer by Seller of Parent's Common Stock will be subject to restrictions under the Securities Act and applicable state securities laws, and that the certificates representing the Common Stock Each Note shall bear legends evidencing such restriction on transfer. The legends shall be a legend in substantially in the following form: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended or the securities laws of any stateAS AMENDED (THE "ACT"). The shares may not be transferred by saleNO SALE, assignmentTRANSFER, pledge or otherwise unless (i) a registration statement for the shares under the Securities Act and other applicable securities laws is in effect or (ii) the corporation has received an opinion of counselASSIGNMENT OR HYPOTHECATION OF THE NOTE OR ANY INTEREST HEREIN MAY BE MADE OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM. PARK `N VIEW, which opinion is reasonably satisfactory to the corporationINC. MAY REQUEST AS A CONDITION TO ANY SUCH TRANSACTION A SATISFACTORY OPINION OF COUNSEL THAT SUCH SALE, to the effect that such registration is not required under the Securities Act and other applicable securities laws." "The shares reprepresented by this certificate are subject to the terms and conditions contained in a Lock-up Agreement by and among CompanyTRANSFER, New Drug Services, Inc. and other parties dated September 6, 2002, a copy of which may be examined at the offices of the Company, and in an Escrow Agreement by and among the Company, Wachovia Bank, National Association and other parties dated as of September 6, 2002, a copy of which may be examined at the offices of the CompanyASSIGNMENT OR HYPOTHECATION DOES NOT REQUIRE REGISTRATION UNDER THE ACT." (fe) As a condition of The Holder acknowledges that the Closing, the Seller Issuer and each Stockholder shall execute an acknowledgement in the form attached as Exhibit C.any transfer agent acting on its behalf may maintain appropriate "stop transfer" notations with respect to such Notes.

Investment Representations and Restrictions on Transfer. (a) Parent and Seller has have been advised, advised and understands understand that the issuance by Parent Purchaser of the Preferred shares of Parent's Common Stock pursuant to Section 4.01(b) above has and the Note have not been registered under the Securities Act of 1933, as amended ("Act") or the securities laws of any state, in reliance upon Section 4(2) thereunder of the Act and Rule 506 thereunder and applicable state securities lawsthereunder, on the grounds that no distribution or public offering of those securities is to be effected, and that in this connection, Parent and Purchaser are is relying in part on the representations of Parent and Seller set forth in this Section 6.276.28; (b) Except as contemplated Parent and Seller have been further advised and understands that no public market now exists for any of the securities issued by this AgreementPurchaser and that a public market may never exist for the securities; (c) Parent and Seller are purchasing the Preferred Shares and the Note, Seller is acquiring the Parent's Common Stockrespectively, for investment purposes, for its their own account accounts and not, vith not with a view to, or for sale in connection with, any distribution thereof in violation of federal Federal or state securities laws; (cd) Seller, by By reason of its their business and financial experience, Parent and Seller each has the capacity to protect its own interests interest in connection with the transactions contemplated hereunder, including its investment in Parent's Common Stockthe Preferred Shares and Note, respectively; (de) Parent and Seller is are each aware of ParentPurchaser's business affairs and financial condition including the information referred to in Section 7.07 and has have each acquired sufficient information about Parent including the information referred to in Rule 502 under the Securities Act Purchaser to reach an informed and knowledgeable decision to acquire Parent's Common Stockthe Preferred Shares and Note, respectively; (ef) Parent and Seller are each an "accredited investor" as such term is defined in Rule 501 of Regulation D under the Act; and (g) Parent and Seller each understands that any resale or other transfer by Seller it of Parent's Common Stock the Preferred Shares and Note will be subject to restrictions under the Securities Act and applicable state securities laws, and that the certificates representing the Common Stock Preferred Shares, the Note, and any securities issuable upon conversion of the Preferred Shares, shall bear legends a legend evidencing such restriction on transfer. The legends legend on the Preferred Shares shall be substantially in the following form: "The form:"The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended 1933 (the "Act") or the securities laws of any state. The shares may not be transferred by sale, assignment, pledge or otherwise unless (i) a registration statement for the shares under the Securities Act and other applicable securities laws is in effect or (ii) the corporation has received an opinion of counsel, which opinion is reasonably satisfactory to the corporation, to the effect that such registration is not required under the Securities Act and other applicable securities laws." "The shares reprepresented by this certificate are subject to the terms and conditions contained in a Lock-up Agreement by and among Company, New Drug Services, Inc. and other parties dated September 6, 2002, a copy of which may be examined at the offices of the Company, and in an Escrow Agreement by and among the Company, Wachovia Bank, National Association and other parties dated as of September 6, 2002, a copy of which may be examined at the offices of the Company." (f) As a condition of the Closing, the Seller and each Stockholder shall execute an acknowledgement in the form attached as Exhibit C.