Common use of Investment Representations of the Shareholders Clause in Contracts

Investment Representations of the Shareholders. Each Shareholder hereby represents and warrants to Purchaser as follows: (1) He fully understands the nature, scope and duration of limitations on transfer of the IHI Shares included in this Agreement. (2) He has such knowledge and experience in financial and business matters generally, and in the industry engaged in by Purchaser specifically, as to be capable of evaluating the risks and merits of an investment in the IHI Shares. (3) He has received and reviewed such of the instruments and documents pertaining to the formation, organization, governance, operation and business of Purchaser (collectively, "Documents") as he has deemed necessary. In making his decision to invest in IHI Shares, he has not relied upon any oral representation by any representative of Purchaser or anyone acting on its behalf. (4) He acknowledges that he has had an adequate opportunity to ask questions of the officers and directors of Purchaser and receive answers from them concerning the Documents and the business plan and corporate governance of Purchaser. He has asked any and all questions in the nature described in the preceding sentence and has had all such questions answered to his satisfaction. (5) He recognizes that the offer and sale by Purchaser to him of IHI Shares has not been and will not be registered under the Securities Act in reliance upon the exemptions from registration afforded by Section 4(2) thereof and the rules and regulations promulgated thereunder, and have not been and will not be registered under the Securities Act or any other state or federal securities or blue sky laws (collectively, the "Securities Laws") in reliance upon exemptions from the registration requirements thereof. He is acquiring IHI Shares not with a view to, or for offer or resale connection with, a distribution thereof in violation of any Securities Laws. He understands that the effect of such representation and warranty is that IHI Shares must be held indefinitely unless the sale or transfer thereof is subsequently registered under the Securities Laws or an exemption from such registration is available at the time of any proposed sale or other transfer thereof. He acknowledges that any resale of IHI Shares by him must be in compliance with Rule 145 under the Securities Act. He also understands that Purchaser is under no obligation to file a registration statement under the Securities Act covering the sale or transfer of any of the Securities. He acknowledges that Purchaser is and will be relying upon the truth and accuracy of the representations and warranties contained herein in issuing IHI Shares to him without first filing a registration statement with respect thereto under the Securities Laws. (6) He acknowledges that legends will be placed on the certificates representing IHI Shares in substantially the form set out below: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED. (7) He acknowledges that stop transfer instructions have been or will be placed with respect to IHI Shares so as to restrict his resale or distribution thereof. (8) He represents that he has no contract, undertaking, agreement or arrangement, written or oral, with any other person to sell, transfer or grant participation in any of IHI Shares to be acquired by him.

Investment Representations of the Shareholders. Each Shareholder hereby represents of the Shareholders, as to himself or itself but not concerning any other party, makes the following covenants, warranties and warrants representations to Purchaser as followsBrunswick: (1a) He fully understands the nature, scope and duration of limitations on transfer of the IHI Such Shareholder is acquiring Common Shares included in this Agreement. (2) He has such knowledge and experience in financial and business matters generally, and in the industry engaged in by Purchaser specificallyor Series B Preferred Shares, as to be capable of evaluating the risks case may be, for his or its own account for investment and merits of an investment in the IHI Shares. (3) He has received and reviewed such of the instruments and documents pertaining to the formation, organization, governance, operation and business of Purchaser (collectively, "Documents") as he has deemed necessary. In making his decision to invest in IHI Shares, he has not relied upon any oral representation by any representative of Purchaser or anyone acting on its behalf. (4) He acknowledges that he has had an adequate opportunity to ask questions of the officers and directors of Purchaser and receive answers from them concerning the Documents and the business plan and corporate governance of Purchaser. He has asked any and all questions in the nature described in the preceding sentence and has had all such questions answered to his satisfaction. (5) He recognizes that the offer and sale by Purchaser to him of IHI Shares has not been and will not be registered under the Securities Act in reliance upon the exemptions from registration afforded by Section 4(2) thereof and the rules and regulations promulgated thereunder, and have not been and will not be registered under the Securities Act or any other state or federal securities or blue sky laws (collectively, the "Securities Laws") in reliance upon exemptions from the registration requirements thereof. He is acquiring IHI Shares not with a view to, or for offer to the distribution or resale connection with, a distribution thereof in violation of thereof; has not offered or sold all or any Securities Laws. He understands that the effect portion of such representation Common Shares or Series B Preferred Shares and warranty is that IHI has no present intention of doing so or any present intention to otherwise dispose of all or any portion of the Common Shares must be held indefinitely unless the sale or transfer thereof is subsequently registered under the Securities Laws or an exemption from such registration is available at the time of any proposed sale or other transfer thereof. He acknowledges that any resale of IHI Series B Preferred Shares acquired by him must be in compliance with Rule 145 under the Securities Act. He also understands that Purchaser is under no obligation to file a registration statement under the Securities Act covering the sale or transfer of any of the Securities. He acknowledges that Purchaser is and will be relying upon the truth and accuracy of the representations and warranties contained herein in issuing IHI Shares to him without first filing a registration statement with respect thereto under the Securities Lawsit. (6b) He Such Shareholder understands and acknowledges that legends will be placed on the certificates representing IHI Common Shares in substantially the form set out below: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED. (7) He acknowledges that stop transfer instructions have been or will be placed with respect to IHI Shares so as to restrict his resale or distribution thereof. (8) He represents that he has no contract, undertaking, agreement or arrangement, written or oral, with any other person to sell, transfer or grant participation in any of IHI Series B Preferred Shares to be acquired by himhim or it, as the case may be, have not been registered with the Federal Securities and Exchange Commission nor with any state securities commission or division and that Brunswick has no intention of so registering the Common Shares or Series B Preferred Shares. (c) The Common Shares or Series B Preferred Shares, as the case may be, constitute a suitable investment for such Shareholder, and such Shareholder is fully aware of the limitations on resale of the Common Shares and Series B Preferred Shares, as the case may be, and that the same constitute an illiquid investment for which there currently is no secondary market and for which there may be no secondary market in the future. (d) Such Shareholder agrees to not sell, transfer, pledge, hypothecate, or otherwise dispose of the Common Shares or Series B Preferred Shares, as the case may be, acquired by him or it unless (i) a registration statement as required by the Securities Act of 1933 and any applicable state securities statutes shall be in effect with respect thereto, or (ii) such sale, transfer, pledge, hypothecation, or other disposition is exempt from registration under state and federal securities laws. Further, such Shareholder warrants and represents that any such disposition of the Common Shares or Series B Preferred Shares owned by him or it shall be in full compliance with all applicable state and federal securities laws. In the event Brunswick requests an opinion of counsel that such disposition is exempt from state or federal registration requirements, such Shareholder agrees to provide such an opinion of counsel satisfactory to Brunswick. (e) Such Shareholder has had adequate opportunity to conduct such investigations and due diligence concerning Brunswick and its business, financial condition, operations, and future prospects as he or it deems prudent under the circumstances and acknowledges that Brunswick makes no representation or warranty concerning the Common Shares, the Series B Preferred Shares, or Brunswick's business, financial condition, operations, or future prospects except as expressly set forth herein. (f) Such Shareholder acknowledges that Brunswick is entering into this Agreement in reliance upon the representations and covenants set forth in this section and would not enter into this Agreement if there were any inaccuracy in any of such representations. (g) Such Shareholder is an "Accredited Investor" and has executed the certificate attached as Exhibit I hereto.

Investment Representations of the Shareholders. Each Shareholder hereby represents and warrants to Purchaser IHI and Newco as follows: (1a) He fully understands the nature, scope and duration of limitations on transfer of the shares of IHI Shares Stock included in this Agreement. (2b) He has such knowledge and experience in financial and business matters generally, and in the industry engaged in by Purchaser IHI specifically, as to be capable of evaluating the risks and merits of an investment in the IHI Sharesshares. (3c) He has received and reviewed such of the instruments and documents pertaining to the formation, organization, governance, operation and business of Purchaser IHI, including those contained in the IHI Disclosure Memorandum (collectively, "Documents") as he has deemed necessary. In making his decision to invest in IHI Shares, he has not relied upon any oral representation by any representative of Purchaser IHI or anyone acting on its behalf. (4d) He is an "accredited investor," as that term is defined in Regulation D under the 1933 Act. He acknowledges that he has had an adequate opportunity to ask questions of the officers and directors of Purchaser IHI and receive answers from them concerning the Documents and the business plan and corporate governance of PurchaserIHI. He has asked any and all questions in the nature described in the preceding sentence and has had all such questions answered to his satisfaction. (5e) He recognizes that the offer and sale by Purchaser IHI to him of the IHI Shares has not been and will not be registered under the Securities 1933 Act in reliance upon the exemptions from registration afforded by Section 4(2) thereof and the rules and regulations promulgated thereunder, and have not been and will not be registered under the Securities 1933 Act or any other state or federal securities or blue sky laws (collectively, the "Securities Laws") in reliance upon exemptions from the registration requirements thereof. He is acquiring the IHI Shares solely for his account for investment purposes and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws. He understands that the effect of such representation and warranty is that the IHI Shares must be held indefinitely unless the sale or transfer thereof is subsequently registered under the Securities Laws or an exemption from such registration is available at the time of any proposed sale or other transfer thereof. He acknowledges that any resale of the IHI Shares by him must be made pursuant to an effective registration statement under the 1933 Act or in compliance with Rule 145 under the Securities 1933 Act. He also understands that Purchaser IHI is under no obligation to file a registration statement under the Securities 1933 Act covering the sale or transfer of any of the SecuritiesIHI Shares except in the circumstances described in Article IX hereof. He acknowledges that Purchaser IHI is and will be relying upon the truth and accuracy of the representations and warranties contained herein in issuing the IHI Shares to him without first filing a registration statement with respect thereto under the Securities Laws. (6f) He acknowledges that legends a legend will be placed on the certificates representing the IHI Shares in substantially the form set out below: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED. (7g) He acknowledges that stop transfer instructions have been or will be placed with respect to the IHI Shares so as to restrict his resale or distribution thereof. (8) h) He represents that he has no contract, undertaking, agreement or arrangement, written or oral, with any other person to sell, transfer or grant participation in any of the IHI Shares to be acquired by him.

Investment Representations of the Shareholders. Each Shareholder hereby represents and warrants to Purchaser the QuadraMed Entities as follows: (1a) He fully understands Except as noted on Schedule 4.1.37, each Shareholder is an "accredited investor" within the nature, scope and duration meaning of limitations on transfer Rule 501(a) of the IHI Shares included in this AgreementSecurities Act. (2b) He has such knowledge and experience in financial and business matters generallyEach Shareholder is aware that the QuadraMed Shares (which term, and in for purposes of this Section 4.1.37, shall include the industry engaged in by Purchaser specifically, as shares of QuadraMed Common Stock (if any) to be capable of evaluating the risks and merits of an investment in the IHI Shares. (3issued pursuant to Section 3.5) He has received and reviewed such of the instruments and documents pertaining to the formation, organization, governance, operation and business of Purchaser (collectively, "Documents") as he has deemed necessary. In making his decision to invest in IHI Shares, he has not relied upon any oral representation by any representative of Purchaser or anyone acting on its behalf. (4) He acknowledges that he has had an adequate opportunity to ask questions of the officers and directors of Purchaser and receive answers from them concerning the Documents and the business plan and corporate governance of Purchaser. He has asked any and all questions in the nature described in the preceding sentence and has had all such questions answered to his satisfaction. (5) He recognizes that the offer and sale by Purchaser to him of IHI Shares has not been and will not be registered under the Securities Act in reliance upon the exemptions from registration afforded by Section 4(2) thereof and the rules and regulations promulgated thereunder, and have not been and will not be registered under the Securities Act or any other applicable state securities laws, and agrees that the QuadraMed Shares will not be offered or federal sold in the absence of registration under the Securities Act and any applicable state securities laws or blue sky laws (collectively, the "Securities Laws") in reliance upon exemptions an exemption from the registration requirements thereofof the Securities Act and any applicable state securities laws. He Each Shareholder will not transfer the QuadraMed Shares in violation of the provisions of any applicable federal or state securities laws. In this connection, each Shareholder represents that he or she is familiar with SEC Rule 144 promulgated pursuant to the Securities Act ("Rule 144"), as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Each Shareholder understands that the offering and sale of the QuadraMed Shares is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or Section 4(6) of the Securities Act and the provisions of Regulation D promulgated thereunder, based, in part, upon the representations, warranties and agreements contained in this Agreement and the Company may rely on such representations, warranties and agreements in connection therewith. Each Shareholder is acquiring IHI the QuadraMed Shares for his or her own account and for investment, and not with a view to, or for offer or resale connection with, a to the distribution thereof in violation or with any present intention of distributing or selling any Securities Laws. He understands that of the effect of such representation and warranty is that IHI QuadraMed Shares must be held indefinitely unless the sale or transfer thereof is subsequently registered under the Securities Laws or an exemption from such registration is available at the time of any proposed sale or other transfer thereof. He acknowledges that any resale of IHI Shares by him must be except in compliance with Rule 145 under the Securities Act. He also understands Each Shareholder represents that Purchaser is under no obligation by reason of his or her business and financial experience, and the business and financial experience of those persons, if any, retained by him (c) Each Shareholder has carefully examined the QuadraMed SEC Filings. Each Shareholder acknowledges that QuadraMed has made available to file a registration statement under each Shareholder all documents and information that he or she has requested relating to QuadraMed and has provided answers to all of his or her questions concerning QuadraMed and the Securities Act covering QuadraMed Shares. In evaluating the sale or transfer of any suitability of the Securities. He acknowledges that Purchaser is and will be relying upon the truth and accuracy acquisition of the QuadraMed Shares hereunder, each Shareholder has not relied upon any representations and warranties or other information (whether oral or written) other than as set forth in the QuadraMed SEC Filings or as contained herein in issuing IHI Shares to him without first filing a registration statement with respect thereto under the Securities Lawsherein. (6) He acknowledges that legends will be placed on the certificates representing IHI Shares in substantially the form set out below: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED. (7) He acknowledges that stop transfer instructions have been or will be placed with respect to IHI Shares so as to restrict his resale or distribution thereof. (8) He represents that he has no contract, undertaking, agreement or arrangement, written or oral, with any other person to sell, transfer or grant participation in any of IHI Shares to be acquired by him.