QUALIFICATION OF THE SHAREHOLDERS. Each of the NM Shareholders (i) is acquiring the Company Common Stock to be issued in connection herewith for his own account and not with a view to, or for resale in connection with, any distribution thereof; (ii) understands and acknowledges that such Company Common Stock has not been registered under the Securities Act or any state securities laws by reason of certain exemptions from the registration provisions thereof which depend upon, among other things, the bona fide nature of his investment intent as expressed herein; (iii) is able to bear the economic risk of an investment in such Company Common Stock and has such knowledge and experience in financial and business matters that he is capable of evaluating the risks and merits of such Company Common Stock; (iv) has been provided with all information or been given access to all information with respect to the Company which he believes might affect its decision whether to effect the Merger; and (v) understands and acknowledges that such Company Common Stock will be "restricted securities" (as that term is defined in Rule 144 under the Securities Act) and that the certificate representing such Company Common Stock will bear a legend restricting transfer unless (A) the transfer is exempt from the registration requirements under the Securities Act and/or any applicable state securities law and an opinion of counsel reasonably satisfactory to the Company that such transfer is exempt therefrom is delivered the Company or (B) the transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities law. In determining to proceed with the transactions contemplated hereby, each of the NM Shareholders has relied solely on the results of his own independent investigation with respect to the Company and the Company Shares, upon the representations and statements of the Company set forth herein and upon the SEC Reports.
