Common use of Investment Undertaking Clause in Contracts

Investment Undertaking. The Shareholders confirm that the shares of ---------------------- MedSource Common Stock to be issued to them pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933 ("Rule 144"). The Shareholders are acquiring such shares for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933. The Shareholders understand that such shares issued hereunder may not be disposed of for a period of at least one year (and possibly two years) pursuant to Rule 144. The Shareholders understand that each must bear the economic risk of the investment indefinitely because such shares may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act of 1933 and applicable state securities laws or an exemption from registration is available. Each Shareholder is a sophisticated investor who either (i) has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of this investment in the securities being acquired hereunder, or (ii) has obtained independent professional financial advice sufficient to enable him to evaluate the merits and risks of this investment in the securities being acquired hereunder. After MedSource has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, MedSource shall use its best efforts to file all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder to the extent required to enable the holders of the MedSource Shares to sell such Shares pursuant to Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission.

Investment Undertaking. The Shareholders confirm that the shares of ---------------------- MedSource Common Stock to be issued to them pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under Such Investor is acquiring the Securities Act of 1933 ("Rule 144"). The Shareholders are acquiring such shares hereunder for their its own account and with no present intention of distributing or selling such Securities and further agrees not with a view to their distribution within the meaning of Section 2(11) transfer such Securities in violation of the Securities Act of 1933. The Shareholders understand or any applicable state securities law (it being understood that this representation and warranty does not limit such shares issued hereunder may not be disposed of for a period of at least one year (Investor's right to sell the Shares and possibly two years) Warrant Shares pursuant to Rule 144the Registration Statement or otherwise in compliance with applicable federal and state securities laws), and no one other than such Investor has any beneficial interest in the Securities (except for those individuals who hold dispositive or voting power over the Securities purchased by such Investor). The Shareholders understand Such Investor agrees that each must bear the economic risk it will not sell or otherwise dispose of any of the investment indefinitely because Securities unless such shares may not be sold, hypothecated sale or otherwise disposed of unless subsequently other disposition has been registered under the Securities Act or, in the opinion of 1933 counsel reasonably acceptable to the Issuer, is exempt from registration under the Securities Act and has been registered or qualified or, in the opinion of such counsel reasonably acceptable to the Issuer, is exempt from registration or qualification under applicable state securities laws laws; provided, however, that by making the representations herein, such Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. Such Investor understands that the offer and sale by the Issuer of the Securities being acquired by such Investor hereunder has not been registered under the Securities Act by reason of their contemplated issuance in transactions exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, and that the reliance of the Issuer on such exemption from registration is availablepredicated in part on these representations and warranties of such Investor. Each Shareholder Such Investor acknowledges that pursuant to Section 1.3 of this Agreement a restrictive legend consistent with the foregoing has been or will be placed on the certificates for the Securities. Such Investor is acquiring the Securities hereunder in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. 4.5 ACCREDITED INVESTOR. Such Investor is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act (a sophisticated investor who either (i) copy of which is attached hereto as Exhibit B), and has such knowledge and experience in financial and business matters such that he it is capable of evaluating the merits and risks of this the investment in the securities being acquired hereunder, or (ii) has obtained independent professional financial advice sufficient to enable him to evaluate the merits and risks of this investment in the securities being acquired hereunder. After MedSource has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, MedSource shall use its best efforts to file all reports required to be filed made by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder to the extent required to enable the holders of the MedSource Shares to sell such Shares pursuant to Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commissionhereunder.

Investment Undertaking. The Shareholders confirm Seller acknowledges that the shares of ---------------------- MedSource Common Stock Consideration Shares to be issued to them the Seller pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933 (the "Rule 144Securities Act"). The Shareholders are Seller acknowledges that the Seller is acquiring such shares for their the Seller's own account for investment purposes and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933Act. The Shareholders understand Seller acknowledges that the Seller understands that Rule 144 requires that such shares issued hereunder may not be disposed of for a period of at least one year (and possibly two years) pursuant to Rule 144from the date of acquisition. The Shareholders understand Seller acknowledges that (i) the Seller and each must bear the economic risk stockholder of the investment indefinitely because such shares may not be soldSeller is an "accredited investor", hypothecated or otherwise disposed of unless subsequently registered as that term is defined in Rule 501 under the Securities Act of 1933 and applicable state securities laws or an exemption from registration is available. Each Shareholder is a sophisticated investor who either Act, (iii) the Seller has such knowledge and experience in financial and business matters such that he is as to be capable of evaluating the merits and risks risk of this an investment in the securities being acquired hereunderPurchaser Common Stock and has obtained, or (ii) has obtained independent professional financial advice in its judgment, sufficient to enable him information from Purchaser to evaluate the merits and risks of this an investment in the securities being acquired hereunder. After MedSource Purchaser Common Stock, (iii) the Seller has filed a registration statement with been provided the Securities opportunity to obtain information and Exchange Commission pursuant documents concerning Purchaser and the Purchaser Common Stock, and has been given the opportunity to ask questions of, and receive answers from, the requirements directors and officers of either Purchaser concerning Purchaser and the Securities Act Purchaser Common Stock and other matters pertaining to its investment, (iv) the Seller understands that it must bear the economic risk of 1933the investment in the Consideration Shares indefinitely and (v) such Consideration Shares are "restricted securities" and may not be sold, as amendedtransferred, pledged, loaned, assigned, hypothecated or the Securities Exchange Act otherwise disposed of 1934, as amended, MedSource shall use its best efforts to file all reports required to be filed by it unless such shares are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from registration is available. The Seller acknowledges that the offer of the Purchaser Common Stock will not be reviewed by any governmental agency and is being sold to the Seller in reliance upon exemption from the Securities Exchange Act and Act. The Seller acknowledges that each certificate representing the rules and regulations adopted by Consideration Shares will bear the Securities and Exchange Commission thereunder to the extent required to enable the holders of the MedSource Shares to sell such Shares pursuant to Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commissionlegend set forth in Section 2.7.

Investment Undertaking. The Shareholders confirm Each Transferor confirms his understanding that the shares of ---------------------- MedSource Common Stock Icon Shares to be issued to them him pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933 ("Rule 144"). The Shareholders are acquiring Act, and acknowledges that he will acquire such shares for their his own account for investment and not with a view to their the distribution within thereof. Each Transferor agrees that he will not sell, transfer or otherwise dispose of any of such shares unless (a) a registration statement under the meaning Securities Act with respect to such shares has become, and is at the time of disposition, effective or (b) in the opinion of counsel for the Transferee or other counsel satisfactory to the Transferee (the Transferee hereby acknowledging that, for purposes of this Section 2(118.1, Klehr, Harrison, Xxxxxx, Xxxxxxxxx & Xxxxxx LLP shall be deemed satisfactory counsel) the proposed disposition may be made in accordance with the provisions of such Rule 144 or another exemption from registration without constituting a violation of the Securities Act or of 1933any other applicable federal or state securities laws. Except as provided in the immediately preceding sentence and in the Escrow Agreement and the Affiliate Agreement, however, nothing contained in this Agreement shall restrict the rights of any Transferor to enter into any transaction following the Closing with respect to the Icon Shares, including, without limitation, a "collar", "hedge" or similar transaction. The Shareholders understand Transferee acknowledges and agrees that, subject to the provisions of the Affiliate Agreement, the pledge of Icon Shares by any Transferor shall not constitute a violation of this Agreement. Each Transferor further agrees that such the Transferee may place on all certificates representing the Icon Shares delivered to him pursuant to this Agreement (or shares issued hereunder may in replacement thereof) a legend to the effect that the shares represented by such certificates have not be disposed of for a period of at least one year (and possibly two years) pursuant to Rule 144. The Shareholders understand that each must bear the economic risk of the investment indefinitely because such shares may not be sold, hypothecated or otherwise disposed of unless subsequently been registered under the Securities Act and that the sale, transfer or other disposition of 1933 and applicable state securities laws or an exemption from registration such shares is available. Each Shareholder is a sophisticated investor who either (i) has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of this investment in the securities being acquired hereunder, or (ii) has obtained independent professional financial advice sufficient to enable him to evaluate the merits and risks of this investment in the securities being acquired hereunder. After MedSource has filed a registration statement with the Securities and Exchange Commission pursuant subject to the requirements provisions of either the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, MedSource shall use its best efforts to file all reports required to be filed by it under the Securities Act and of this Agreement, a copy of which shall be available for inspection at the Securities Exchange Act and office of the rules and regulations adopted by Transferee in Weehawken, New Jersey; provided, however, such legend shall state that pledges of the Securities and Exchange Commission thereunder Icon Shares represented thereby are permitted, subject to the extent required to enable restrictions contained in the holders of the MedSource Shares to sell such Shares pursuant to Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange CommissionAffiliate Agreement.