REPRESENTATIONS CONCERNING ACQUISITION STOCK. The Shareholders make the following representations and warranties with respect to the Acquisition Stock:
(a) Shareholders are acquiring the Acquisition Stock for investment purposes only, not for the account of any other person and not with a view to distribution, assignment or resale to any person. The Shareholders will not sell, hypothecate or otherwise transfer the Acquisition Stock unless (i) the Acquisition Stock is registered under the Securities Act of 1933, as amended ("Act"), and registered or qualified for sale under applicable state securities laws, or (ii) the Acquirors has received a written opinion of counsel (which opinion and counsel are satisfactory to the Acquirors)
(b) The Shareholders understand and agree that certificates representing the Acquisition Stock will contain the following restrictive legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER.
(c) The Shareholders have received and have carefully reviewed the representations made by Acquirors in this Agreement and all Exhibits and documents delivered by Acquirors to High Performance and Shareholders hereunder. All documents and information which High Performance or the Shareholders have requested has been delivered by Acquirors. The Shareholders have been afforded the opportunity to discuss the current and proposed future business operations of the Acquirors with the officers and other representatives of the Acquirors. In evaluating the suitability of an investment in the Acquisition Stock, the Shareholders have not relied upon any representations or other information from the Acquirors or any person acting on its behalf other than as set forth in this Agreement or delivered to High Performance and Shareholders in accordance with the terms of this Agreement or in connection with the transactions contemplated hereby. The Shareholders have carefully considered and have, to the extent they believe appropriate, obtained the advice of their legal, tax, accounting and financial advisors concerning the suitability of an investment in the Acquisition Stock and have determined that the Acquisition Stock is a suitable investment.
