Representations and Warranties by Xxxxxxxxx and XxXxxxxxx. Xxxxxxxxx --------------------------------------------------------- and XxXxxxxxx each hereby represents and warrants to NESCO and Acquisition Corporation that the shares of NESCO Common Stock he will receive in the Merger are being acquired for his own separate account for investment only and not with a view to, or for sale in connection with, any distribution of NESCO Common Stock in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any rule or regulation under the Securities Act. Xxxxxxxxx and XxXxxxxxx each understand that (a) the NESCO Common Stock may not be transferred or sold for value in the absence of registration or qualification or an exemption from registration or qualification under the Securities Act, the Oklahoma Securities Act, and the securities or Blue Sky laws of any other state, as may be required, (b) a stop transfer instruction will be issued with respect to NESCO Common Stock, and (c) the following legend will be placed on each certificate representing NESCO Common Stock to be received in the Merger: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, the Oklahoma Securities Act, or any other state securities law. Neither the record nor beneficial ownership of said securities may be sold or transferred in the absence of an effective registration statement for such securities under said Acts unless, in the opinion of counsel satisfactory to the Company, exemptions from the registration requirements of said Acts are available with respect to such sales or transfer and such sale or transfer is made pursuant to and in strict compliance with the terms and conditions of said exemptions.
