Common use of Investment Warranties Clause in Contracts

Investment Warranties. 5.1 Each Securityholder, severally, and not jointly, represents and warrants that such Securityholder is either (i) an “accredited investor” as such term is defined in Regulation D promulgated under the U.S. Securities Act of 1933 (the “Securities Act”) or (ii) located outside the United States and is not a “U.S. Person” as such term is defined in Regulation S under the Securities Act (“Regulation S”) and that such Securityholder is obtaining the Consideration Shares and/or the Consideration Options in an “offshore transaction” (as such term is defined in Regulation S under the Securities Act) outside the United States, and that, to his knowledge, no “directed selling efforts” (as such term is defined in Regulation S) in the United States have been made by NORCO in connection with his acquisition of Consideration Shares and/or the Consideration Options. Each Securityholder that is located outside the United States has so indicated on the signature page hereto. 5.2 Each Securityholder severally, and not jointly, represents and warrants that it is acquiring the Consideration Shares and/or the Consideration Options for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and such Securityholder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. 5.3 Each Securityholder severally, and not jointly, represents and warrants that (i) it is familiar with NORCO and DELCO, their business and personnel; (ii) the officers of NORCO and DELCO have made available to such Securityholder any and all information which such Securityholder has requested and have answered to such Securityholder’s satisfaction all inquiries made by such Securityholder with respect to DELCO and the Exchange; and (iii) such Securityholder has sufficient knowledge and experience in finance and business that such Securityholder is capable of evaluating the risks and merits of the investment in DELCO contemplated hereby and such Securityholder is able financially to bear the risks thereof. Securityholder understands and acknowledges that the value of the Consideration Shares may be worth more or less than the aggregate consideration being delivered by Securityholder in connection with the transactions contemplated by this Agreement. 5.4 Each Securityholder acknowledges and understands that (i) neither the Consideration Shares nor the Consideration Options have been registered under the Securities Act and each are “restricted securities” within the meaning of Rule 144 under the Securities Act; (ii) neither the Consideration Shares nor the Consideration Options can be sold, transferred or otherwise disposed of except in accordance with Regulation S, if applicable, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration under the United States securities laws and other applicable securities laws, and hedging transactions involving the Consideration Shares and/or the Consideration Options may not be conducted unless in compliance with the Securities Act and any other applicable securities law; (iii) in any event, the exemption from registration under Rule 144 will not be available until the requisite holding period has been satisfied and even then will not be available unless a public market then exists for the Consideration Shares and adequate information concerning DELCO is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the U.S. Securities and Exchange Commission with respect to any stock of DELCO and DELCO has no obligation or current intention to register the Consideration Shares or the Consideration Options (or any securities issuable upon exercise thereof) under the Securities Act. Neither the Consideration Shares nor the Consideration Options shall be sold or transferred unless either (a) they first shall have been registered under the Securities Act and any other applicable securities law, or (b) DELCO first shall have been furnished with an opinion of legal counsel, if requested by DELCO, reasonably satisfactory to DELCO, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and any other applicable securities law. 5.5 All certificates representing Consideration Shares shall have affixed thereto legends in substantially the following form with such changes as the Company determines advisable or necessary to qualify for notice, registration and other exemptions under “blue sky” laws: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH. 5.6 The representations and warranties of each Securityholder contained in this Agreement are the sole and exclusive representations and warranties made by each party in connection with the Exchange. No party to the Exchange has relied on any other representations and warranties of any of the other parties hereto except as expressly set forth in this Agreement.

Investment Warranties. 5.1 Each Securityholder, severally, and not jointly, represents and (a) The Subscriber warrants that such Securityholder is either to the Company that: (i) it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under of the U.S. Securities Act of 1933 (the “Securities Act”) or ; (ii) located outside it has sufficient knowledge and experience in investing in companies similar to the United States Company in terms of the Company’s stage of development, so as to be able to evaluate the risks and is not a “U.S. Person” as such term is defined in Regulation S under the Securities Act (“Regulation S”) and that such Securityholder is obtaining the Consideration Shares and/or the Consideration Options in an “offshore transaction” (as such term is defined in Regulation S under the Securities Act) outside the United States, and that, to his knowledge, no “directed selling efforts” (as such term is defined in Regulation S) merits of its investment in the United States have been made by NORCO in connection Company and it is able financially to bear the risks thereof; (iii) it has had an opportunity to discuss the Company’s business, management and financial affairs with his acquisition of Consideration Shares and/or the Consideration Options. Each Securityholder that Company’s management; and (iv) its financial condition is located outside the United States has so indicated on the signature page hereto. 5.2 Each Securityholder severally, and not jointly, represents and warrants such that it is acquiring able to bear the Consideration Shares and/or risk of holding the Consideration Options Securities for its an indefinite period of time and can bear the loss of the entire investment in such securities. (b) This Agreement is made in reliance upon the Subscriber’s express representations that (i) the Securities being subscribed for by such Subscriber are being acquired for such Subscriber’s own account for investment (and not on behalf of any other person or entity) and not with a view to, or for sale in connection with, any the distribution thereof, nor with any present intention of distributing or selling the same; and such Securityholder has no present Securities or contemplated agreementany portion thereof, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. 5.3 Each Securityholder severally, and not jointly, represents and warrants that (i) it is familiar with NORCO and DELCO, their business and personnel; (ii) the officers Subscriber was not organized for the specific purpose of NORCO and DELCO have made available to such Securityholder any and all information which such Securityholder has requested and have answered to such Securityholder’s satisfaction all inquiries made by such Securityholder with respect to DELCO and acquiring the Exchange; Securities and (iii) such Securityholder has sufficient knowledge and experience in finance and business that such Securityholder is capable of evaluating the risks and merits of Securities will not be sold by the investment in DELCO contemplated hereby and such Securityholder is able financially to bear the risks thereof. Securityholder understands and acknowledges that the value of the Consideration Shares may be worth more or less than the aggregate consideration being delivered by Securityholder in connection with the transactions contemplated by this Agreement. 5.4 Each Securityholder acknowledges and understands that (i) neither the Consideration Shares nor the Consideration Options have been registered Subscriber without registration under the Securities Act and each are “restricted securities” within the meaning of Rule 144 under the Securities Act; (ii) neither the Consideration Shares nor the Consideration Options can be sold, transferred or otherwise disposed of except in accordance with Regulation S, if applicable, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration under the United States securities laws and other applicable state securities laws, and hedging transactions involving or an exemption therefrom. (c) Subject to Section 7.3, the Consideration Shares and/or the Consideration Options may not be conducted unless in compliance with Subscriber understands that until such time as the Securities Act and any other applicable securities law; (iii) in any event, the exemption from registration under Rule 144 will not be available until the requisite holding period has been satisfied and even then will not be available unless a public market then exists for the Consideration Shares and adequate information concerning DELCO is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the U.S. Securities and Exchange Commission with respect to any stock of DELCO and DELCO has no obligation or current intention to register the Consideration Shares or the Consideration Options (or any securities issuable upon exercise thereof) under the Securities Act. Neither the Consideration Shares nor the Consideration Options shall be sold or transferred unless either (a) they first shall have been registered under the Securities Act and any other applicable state securities law, laws or (b) DELCO first shall have been furnished transferred in accordance with an opinion of legal counsel, if requested by DELCO, counsel reasonably satisfactory to DELCOthe Company and the Depositary that such registration is not required, stop transfer instructions shall be issued to the effect Company’s Depositary, and any certificate or certificates representing such Securities shall bear a restrictive legend stating that such sale or transfer is exempt from the registration requirements of Securities have not been registered under the Securities Act and any other applicable state securities law. 5.5 All certificates representing Consideration Shares shall have affixed thereto legends laws and referring to restrictions on the transferability and sale thereof. The Subscriber further understands that its warranties hereunder will not preclude disposition of the Securities without registration thereof, in substantially compliance with Rule 144 promulgated under the following form with such changes as the Company determines advisable or necessary to qualify for notice, registration and other exemptions under Securities Act (“blue sky” laws: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTRule 144”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH. 5.6 The representations and warranties of each Securityholder contained in this Agreement are the sole and exclusive representations and warranties made by each party in connection with the Exchange. No party to the Exchange has relied on any other representations and warranties of any of the other parties hereto except as expressly set forth in this Agreement.

Investment Warranties. 5.1 Each Securityholder, severally, and not jointly, represents and (a) The Subscriber warrants that such Securityholder is either to the Company that: (i) it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under of the U.S. Securities Act of 1933 (the “Securities Act”) or ; (ii) located outside it has sufficient knowledge and experience in investing in companies similar to the United States Company in terms of the Company’s stage of development, so as to be able to evaluate the risks and is not a “U.S. Person” as such term is defined in Regulation S under the Securities Act (“Regulation S”) and that such Securityholder is obtaining the Consideration Shares and/or the Consideration Options in an “offshore transaction” (as such term is defined in Regulation S under the Securities Act) outside the United States, and that, to his knowledge, no “directed selling efforts” (as such term is defined in Regulation S) merits of its investment in the United States have been made by NORCO in connection Company and it is able financially to bear the risks thereof; (iii) it has had an opportunity to discuss the Company’s business, management and financial affairs with his acquisition of Consideration Shares and/or the Consideration Options. Each Securityholder that Company’s management; and (iv) its financial condition is located outside the United States has so indicated on the signature page hereto. 5.2 Each Securityholder severally, and not jointly, represents and warrants such that it is acquiring able to bear the Consideration Shares and/or risk of holding the Consideration Options Securities for its an indefinite period of time and can bear the loss of the entire investment in such securities. (b) This Agreement is made in reliance upon the Subscriber’s express representations that (i) the Securities being subscribed for by such Subscriber are being acquired for such Subscriber’s own account for investment (and not on behalf of any other person or entity) and not with a view to, or for sale in connection with, any the distribution thereof, nor with any present intention of distributing or selling the same; and such Securityholder has no present Securities or contemplated agreementany portion thereof, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. 5.3 Each Securityholder severally, and not jointly, represents and warrants that (i) it is familiar with NORCO and DELCO, their business and personnel; (ii) the officers Subscriber was not organized for the specific purpose of NORCO and DELCO have made available to such Securityholder any and all information which such Securityholder has requested and have answered to such Securityholder’s satisfaction all inquiries made by such Securityholder with respect to DELCO and acquiring the Exchange; Securities and (iii) such Securityholder has sufficient knowledge and experience in finance and business that such Securityholder is capable of evaluating the risks and merits of Securities will not be sold by the investment in DELCO contemplated hereby and such Securityholder is able financially to bear the risks thereof. Securityholder understands and acknowledges that the value of the Consideration Shares may be worth more or less than the aggregate consideration being delivered by Securityholder in connection with the transactions contemplated by this Agreement. 5.4 Each Securityholder acknowledges and understands that (i) neither the Consideration Shares nor the Consideration Options have been registered Subscriber without registration under the Securities Act and each are “restricted securities” within the meaning of Rule 144 under the Securities Act; (ii) neither the Consideration Shares nor the Consideration Options can be sold, transferred or otherwise disposed of except in accordance with Regulation S, if applicable, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration under the United States securities laws and other applicable state securities laws, and hedging transactions involving the Consideration Shares and/or the Consideration Options may or an exemption therefrom. The Subscriber is not be conducted unless in compliance a broker-dealer registered with the Securities Commission under the Exchange Act and any other applicable securities law; or an entity engaged in a business that would require it to be so registered. (iiic) in any eventSubject to Section 6.3, the exemption from registration under Rule 144 will not be available Subscriber understands that until the requisite holding period has been satisfied and even then will not be available unless a public market then exists for the Consideration Shares and adequate information concerning DELCO is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the U.S. Securities and Exchange Commission with respect to any stock of DELCO and DELCO has no obligation or current intention to register the Consideration Shares or the Consideration Options (or any securities issuable upon exercise thereof) under such time as the Securities Act. Neither the Consideration Shares nor the Consideration Options shall be sold or transferred unless either (a) they first shall have been registered under the Securities Act and any other applicable state securities law, laws or (b) DELCO first shall have been furnished transferred in accordance with an opinion of legal counsel, if requested by DELCO, counsel reasonably satisfactory to DELCOthe Company that such registration is not required, stop transfer instructions will be issued to the effect Company’s transfer agent, and any certificate or certificates and any book-entry representing such Securities shall bear a restrictive legend stating that such sale or transfer is exempt from the registration requirements of Securities have not been registered under the Securities Act and any other applicable state securities law. 5.5 All certificates representing Consideration Shares shall have affixed thereto legends laws and referring to restrictions on the transferability and sale thereof. The Subscriber further understands that its warranties hereunder will not preclude disposition of the Securities without registration thereof, in substantially compliance with Rule 144 promulgated under the following form with such changes as the Company determines advisable or necessary to qualify for notice, registration and other exemptions under Securities Act (“blue sky” laws: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTRule 144”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH. 5.6 The representations and warranties of each Securityholder contained in this Agreement are the sole and exclusive representations and warranties made by each party in connection with the Exchange. No party to the Exchange has relied on any other representations and warranties of any of the other parties hereto except as expressly set forth in this Agreement.

Investment Warranties. 5.1 Each Securityholder, severally, and not jointly, represents and (a) The Subscriber warrants that such Securityholder is either to the Company that: (i) it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under of the U.S. Securities Act of 1933 (the “Securities Act”) or ; (ii) located outside it has sufficient knowledge and experience in investing in companies similar to the United States Company in terms of the Company’s stage of development, so as to be able to evaluate the risks and is not a “U.S. Person” as such term is defined in Regulation S under the Securities Act (“Regulation S”) and that such Securityholder is obtaining the Consideration Shares and/or the Consideration Options in an “offshore transaction” (as such term is defined in Regulation S under the Securities Act) outside the United States, and that, to his knowledge, no “directed selling efforts” (as such term is defined in Regulation S) merits of its investment in the United States have been made by NORCO in connection Company and it is able financially to bear the risks thereof; (iii) it has had an opportunity to discuss the Company’s business, management and financial affairs with his acquisition of Consideration Shares and/or the Consideration Options. Each Securityholder that Company’s management; and (iv) its financial condition is located outside the United States has so indicated on the signature page hereto. 5.2 Each Securityholder severally, and not jointly, represents and warrants such that it is acquiring able to bear the Consideration Shares and/or risk of holding the Consideration Options Securities for its an indefinite period of time and can bear the loss of the entire investment in such securities. (b) This Agreement is made in reliance upon the Subscriber’s express representations that (i) the Securities being subscribed for by the Subscriber are being acquired for the Subscriber’s own account for investment (and not on behalf of any other person or entity) and not with a view to, or for sale in connection with, any the distribution thereof, nor with any present intention of distributing or selling the same; and such Securityholder has no present Securities or contemplated agreementany portion thereof, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. 5.3 Each Securityholder severally, and not jointly, represents and warrants that (i) it is familiar with NORCO and DELCO, their business and personnel; (ii) the officers Subscriber was not organised for the specific purpose of NORCO and DELCO have made available to such Securityholder any and all information which such Securityholder has requested and have answered to such Securityholder’s satisfaction all inquiries made by such Securityholder with respect to DELCO and acquiring the Exchange; Securities and (iii) such Securityholder has sufficient knowledge and experience in finance and business that such Securityholder is capable of evaluating the risks and merits of Securities will not be sold by the investment in DELCO contemplated hereby and such Securityholder is able financially to bear the risks thereof. Securityholder understands and acknowledges that the value of the Consideration Shares may be worth more or less than the aggregate consideration being delivered by Securityholder in connection with the transactions contemplated by this Agreement. 5.4 Each Securityholder acknowledges and understands that (i) neither the Consideration Shares nor the Consideration Options have been registered Subscriber without registration under the Securities Act and each are “restricted securities” within the meaning of Rule 144 under the Securities Act; (ii) neither the Consideration Shares nor the Consideration Options can be sold, transferred or otherwise disposed of except in accordance with Regulation S, if applicable, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration under the United States securities laws and other applicable state securities laws, and hedging transactions involving or an exemption therefrom. (c) Subject to Section 7.2, the Consideration Shares and/or the Consideration Options may not be conducted unless in compliance with Subscriber understands that until such time as the Securities Act and any other applicable securities law; (iii) in any event, the exemption from registration under Rule 144 will not be available until the requisite holding period has been satisfied and even then will not be available unless a public market then exists for the Consideration Shares and adequate information concerning DELCO is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the U.S. Securities and Exchange Commission with respect to any stock of DELCO and DELCO has no obligation or current intention to register the Consideration Shares or the Consideration Options (or any securities issuable upon exercise thereof) under the Securities Act. Neither the Consideration Shares nor the Consideration Options shall be sold or transferred unless either (a) they first shall have been registered under the Securities Act and any other applicable state securities law, laws or (b) DELCO first shall have been furnished transferred in accordance with an opinion of legal counsel, if requested by DELCO, counsel reasonably satisfactory to DELCOthe Company and the Depositary that such registration is not required, stop transfer instructions shall be issued to the effect Company’s Depositary, and any certificate or certificates representing such Securities shall bear a restrictive legend stating that such sale or transfer is exempt from the registration requirements of Securities have not been registered under the Securities Act and applicable state securities laws and referring to restrictions on the transferability and sale thereof. The Subscriber further understands that its warranties hereunder will not preclude disposition of the Securities without registration thereof, in compliance with Rule 144 promulgated under the Securities Act (“Rule 144”) or any other applicable securities lawexemption under the Securities Act. 5.5 All certificates representing Consideration Shares shall have affixed thereto legends in substantially the following form with such changes as the Company determines advisable or necessary to qualify for notice, registration and other exemptions under “blue sky” laws: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH. 5.6 The representations and warranties of each Securityholder contained in this Agreement are the sole and exclusive representations and warranties made by each party in connection with the Exchange. No party to the Exchange has relied on any other representations and warranties of any of the other parties hereto except as expressly set forth in this Agreement.

Investment Warranties. 5.1 Each Securityholder, severally, and not jointly, represents and (a) The Subscriber warrants that such Securityholder is either to the Company that: (i) it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under of the U.S. Securities Act of 1933 (the “Securities Act”) or ; (ii) located outside it has sufficient knowledge and experience in investing in companies similar to the United States Company in terms of the Company’s stage of development, so as to be able to evaluate the risks and is not a “U.S. Person” as such term is defined in Regulation S under the Securities Act (“Regulation S”) and that such Securityholder is obtaining the Consideration Shares and/or the Consideration Options in an “offshore transaction” (as such term is defined in Regulation S under the Securities Act) outside the United States, and that, to his knowledge, no “directed selling efforts” (as such term is defined in Regulation S) merits of its investment in the United States have been made by NORCO in connection Company and it is able financially to bear the risks thereof; (iii) it has had an opportunity to discuss the Company’s business, management and financial affairs with his acquisition of Consideration Shares and/or the Consideration Options. Each Securityholder that Company’s management; and (iv) its financial condition is located outside the United States has so indicated on the signature page hereto. 5.2 Each Securityholder severally, and not jointly, represents and warrants such that it is acquiring able to bear the Consideration Shares and/or risk of holding the Consideration Options Securities for its an indefinite period of time and can bear the loss of the entire investment in such securities. (b) This Agreement is made in reliance upon the Subscriber’s express representations that (i) the Securities being subscribed for by the Subscriber are being acquired for the Subscriber’s own account for investment (and not on behalf of any other person or entity) and not with a view to, or for sale in connection with, any the distribution thereof, nor with any present intention of distributing or selling the same; and such Securityholder has no present Securities or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition any portion thereof. 5.3 Each Securityholder severally, and not jointly, represents and warrants that (i) it is familiar with NORCO and DELCO, their business and personnel; (ii) the officers Subscriber was not organized for the specific purpose of NORCO and DELCO have made available to such Securityholder any and all information which such Securityholder has requested and have answered to such Securityholder’s satisfaction all inquiries made by such Securityholder with respect to DELCO and acquiring the ExchangeSecurities; and (iii) such Securityholder has sufficient knowledge and experience in finance and business that such Securityholder is capable of evaluating the risks and merits of Securities will not be sold by the investment in DELCO contemplated hereby and such Securityholder is able financially to bear the risks thereof. Securityholder understands and acknowledges that the value of the Consideration Shares may be worth more or less than the aggregate consideration being delivered by Securityholder in connection with the transactions contemplated by this Agreement. 5.4 Each Securityholder acknowledges and understands that (i) neither the Consideration Shares nor the Consideration Options have been registered Subscriber without registration under the Securities Act and each are “restricted securities” within the meaning of Rule 144 under the Securities Act; (ii) neither the Consideration Shares nor the Consideration Options can be sold, transferred or otherwise disposed of except in accordance with Regulation S, if applicable, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration under the United States securities laws and other applicable state securities laws, and hedging transactions involving or an exemption therefrom. (c) Subject to Section 7.3, the Consideration Shares and/or the Consideration Options may not be conducted unless in compliance with Subscriber understands that until such time as the Securities Act and any other applicable securities law; (iii) in any event, the exemption from registration under Rule 144 will not be available until the requisite holding period has been satisfied and even then will not be available unless a public market then exists for the Consideration Shares and adequate information concerning DELCO is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the U.S. Securities and Exchange Commission with respect to any stock of DELCO and DELCO has no obligation or current intention to register the Consideration Shares or the Consideration Options (or any securities issuable upon exercise thereof) under the Securities Act. Neither the Consideration Shares nor the Consideration Options shall be sold or transferred unless either (a) they first shall have been registered under the Securities Act and any other applicable state securities law, laws or (b) DELCO first shall have been furnished transferred in accordance with an opinion of legal counsel, if requested by DELCO, counsel reasonably satisfactory to DELCOthe Company and the Depositary that such registration is not required, stop transfer instructions shall be issued to the effect Company’s Depositary, and any certificate or certificates representing such Securities shall bear a restrictive legend stating that such sale or transfer is exempt from the registration requirements of Securities have not been registered under the Securities Act and any other applicable state securities law. 5.5 All certificates representing Consideration Shares shall have affixed thereto legends laws and referring to restrictions on the transferability and sale thereof. The Subscriber further understands that its warranties hereunder will not preclude disposition of the Securities without registration thereof, in substantially compliance with Rule 144 promulgated under the following form with such changes as the Company determines advisable or necessary to qualify for notice, registration and other exemptions under Securities Act (“blue sky” laws: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTRule 144”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH. 5.6 The representations and warranties of each Securityholder contained in this Agreement are the sole and exclusive representations and warranties made by each party in connection with the Exchange. No party to the Exchange has relied on any other representations and warranties of any of the other parties hereto except as expressly set forth in this Agreement.