Common use of REPRESENTATIONS REGARDING THE COMMON STOCK Clause in Contracts

REPRESENTATIONS REGARDING THE COMMON STOCK. The Stockholders represent, certify and warrant to MCSC that: (a) they are "accredited investors" as defined by Regulation D promulgated under the Securities Act; (b) they have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the New MCSC Shares. The Stockholders have received the MCSC 1996 Annual Report to Stockholders, the proxy statement for the 1997 Annual Meeting of Stockholders, the Form 10-K for the year ended December 31, 1996 and the Form 10-Q for the nine months ended September 30, 1997 (the "SEC Filings"). The Stockholders recognize that acquisition of the New MCSC Shares involves certain risks and have taken full cognizance of and understand such risks. In deciding whether to acquire the New MCSC Shares pursuant to this Agreement, the Stockholders have weighed these risks against any perceived benefits of owning the New MCSC Shares; (c) the Stockholders have had the opportunity to perform such due diligence regarding MCSC as they have deemed necessary and to ask questions of, and receive answers from, management of MCSC and have sought and received such accounting, legal and tax advice as the Stockholders have considered necessary to make an informed investment decision with respect to the New MCSC Shares; (d) the Stockholders are aware that no federal or state agency has made any finding or determination as to the fairness of the New MCSC Shares, nor has any agency made any recommendation or endorsement of the New MCSC Shares; (e) during the last five years, neither Stockholder has been: (i) convicted of nor pleaded NOLO CONTENDERE to any felony or misdemeanor in connection with the purchase or sale of any security or in connection with the making of any false filing with the Securities and Exchange Commission ("SEC") or any state securities administrator, or of any felony involving fraud or deceit, including but not limited to, forgery, embezzlement, obtaining money under false pretenses, larceny, conspiracy to defraud or theft; AGREEMENT AND PLAN OF REORGANIZATION PAGE 27 (ii) subject to any order, judgment, or decree of any court of competent jurisdiction temporarily or preliminary restraining or enjoining, or are subject to any order, judgment, or decree of any court of competent jurisdiction, permanently restraining or enjoining that person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or in connection with the making of any false filing with the SEC or any state securities administrator; (iii) subject to a United States Postal Service false representation order; or (iv) subject to any state administrative order entered by a state securities administrator in which fraud or deceit was found; (f) the Stockholders are acquiring the New MCSC Shares for their own account and not with a view to resale or distribution and no agreements, arrangements or understandings exist with respect to the transfer, sale, voting or disposition of such securities; (g) the Stockholders understand that stop transfer instructions relating to the Common Stock will be placed in MCSC's stock register and that the certificates representing New MCSC Shares will bear legends which shall read: "The shares of Common Stock represented by this certificate have been issued pursuant to a claim of exemption from the registration or qualification requirements of federal and state securities laws and may not be sold or transferred without registration or qualification or otherwise except pursuant to an applicable exemption therefrom as evidenced by an opinion of counsel satisfactory to the issuer hereof." "Except with the prior written consent of Miami Computer Supply Corporation, the shares of Common Stock represented by this certificate may not be sold, pledged, hypothecated, gifted or otherwise transferred or disposed of until [THE DATE WHICH IS 270 DAYS AFTER THE CLOSING DATE.]" (h) the Stockholders realize that (i) the acquisition of the New MCSC Shares is a long term investment; (ii) the Stockholders must bear the economic risk of such investment until the restrictive holding period expires and because the New MCSC Shares have not been registered under the Securities Act or any similar state law, they cannot be sold unless so registered or an exemption from registration is available; and AGREEMENT AND PLAN OF REORGANIZATION PAGE 28 (i) the Stockholders believe that an investment in the New MCSC Shares is suitable for them based upon their investment objectives and financial needs and the Stockholders have adequate means of providing for their current financial needs and have no need for liquidity of their investment with respect to the New MCSC Shares.

REPRESENTATIONS REGARDING THE COMMON STOCK. The Stockholders represent, certify and warrant to MCSC that: (a) they are "accredited investors" as defined by Regulation D promulgated under the Securities Act; (b) they have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the New MCSC Shares. The Stockholders have received the MCSC 1996 Annual Report to Stockholders, the proxy statement for the 1997 Annual Meeting of Stockholders, the Form 10-K for the year ended December 31, 1996 and the Form 10-Q for the nine months ended September 30, 1997 (the "SEC Filings")1997. The Stockholders recognize that acquisition of the New MCSC Shares involves certain risks and have taken full cognizance of and understand such risks. In deciding whether to acquire the New MCSC Shares pursuant to this Agreement, the Stockholders have weighed these risks against any perceived benefits of owning the New MCSC Shares; (c) the Stockholders have had the opportunity to perform such due diligence regarding MCSC as they have deemed necessary and to ask questions of, and receive answers from, management of MCSC and have sought and received such accounting, legal and tax advice as the Stockholders have considered necessary to make an informed investment decision with respect to the New MCSC Shares; (d) the Stockholders are aware that no federal or state agency has made any finding or determination as to the fairness of the New MCSC Shares, nor has any agency made any recommendation or endorsement of the New MCSC Shares; (e) during the last five (5) years, neither no Stockholder has been: (i) convicted of nor pleaded NOLO CONTENDERE to any felony or misdemeanor in connection with the purchase or sale of any security or in connection with the making of any false filing with the Securities and Exchange Commission ("SEC") or any state securities administrator, or of any felony involving fraud or deceit, including but not limited to, forgery, embezzlement, obtaining money under false pretenses, larceny, conspiracy to defraud or theft; AGREEMENT AND PLAN OF REORGANIZATION PAGE 27; (ii) subject to any order, judgment, or decree of any court of competent jurisdiction temporarily or preliminary restraining or enjoining, or are subject to any order, judgment, or decree of any court of competent jurisdiction, permanently restraining or enjoining that person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or in connection with the making of any false filing with the SEC or any state securities administrator; (iii) subject to a United States Postal Service false representation order; or (iv) subject to any state administrative order entered by a state securities administrator in which fraud or deceit was found; (f) the Stockholders are acquiring the New MCSC Shares for their own account and not with a view to resale or distribution and distribution, and, other than agreements among the Stockholders restricting their right to transfer the New MCSC Shares, no agreements, arrangements or understandings exist with respect to the transfer, sale, voting or disposition of such securities; (g) the Stockholders understand that stop transfer instructions relating to the Common Stock will be placed in MCSC's stock register and that the certificates representing New MCSC Shares will bear legends which that shall read: "The shares of Common Stock represented by this certificate have been issued pursuant to a claim of exemption from the registration or qualification requirements of federal and state securities laws and may not be sold or transferred without registration or qualification or otherwise except pursuant to an applicable exemption therefrom as therefrom; the issuer may require that the availability of an exemption be evidenced by an opinion of counsel reasonably satisfactory to the issuer hereof." "Except with the prior written consent of Miami Computer Supply Corporation, the shares of Common Stock represented by this certificate may not be sold, pledged, hypothecated, gifted or otherwise transferred or disposed of until [THE DATE WHICH IS 270 DAYS AFTER THE CLOSING DATE.]"" Any Stockholder who is not an Affiliate of MCSC may request that the foregoing legends be removed after the second anniversary of the Closing Date. (h) the Stockholders realize that (i) the acquisition of the New MCSC Shares is a long long-term investment; (ii) the Stockholders must bear the economic risk of such investment until the restrictive holding period expires and because the New MCSC Shares have not been registered under the Securities Act or any similar state law, they cannot be sold unless so registered or an exemption from registration is available; and AGREEMENT AND PLAN OF REORGANIZATION PAGE 28and (i) the Stockholders believe that an investment in the New MCSC Shares is suitable for them based upon their investment objectives and financial needs and the Stockholders have adequate means of providing for their current financial needs and have no need for liquidity of their investment with respect to the New MCSC Shares.

REPRESENTATIONS REGARDING THE COMMON STOCK. The Each of the Stockholders representrepresents, certify certifies and warrant warrants to MCSC and MBAC that: (a) they are "accredited investors" as defined by Regulation D promulgated under the Securities Act; (b) they have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the New MCSC Shares. The Stockholders have received the MCSC 1996 1997 Annual Report to Stockholders, the proxy statement for the 1997 1998 Annual Meeting of Stockholders, the Form 10-K for the year ended December 31, 1996 1997 and the Form 10-Q for the nine months quarter ended September June 30, 1997 1998 (the "SEC FilingsReports"). The Stockholders recognize that acquisition of the New MCSC Shares involves certain risks and have taken full cognizance of and understand such risks. In deciding whether to acquire the New MCSC Shares pursuant to this Agreement, the Stockholders have weighed these risks against any perceived benefits of owning the New MCSC Shares; (c) the Stockholders have had the opportunity to perform such due diligence regarding MCSC as they have deemed necessary and to ask questions of, and receive answers from, management of MCSC and have sought and received such accounting, legal and tax advice as the Stockholders have considered necessary to make an informed investment decision with respect to the New MCSC Shares; (d) the Stockholders are aware that no federal or state agency has made any finding or determination as to the fairness of the New MCSC Shares, Shares nor has any agency made any recommendation or endorsement of the New MCSC Shares; (e) during the last five years, neither Stockholder none of the Stockholders has been: (i) convicted of nor pleaded NOLO CONTENDERE nolo contendere to any felony or misdemeanor in connection with the purchase or sale of any security or in connection with the making of any false filing with the Securities and Exchange Commission ("SEC") or any state securities administrator, or of any felony involving fraud or deceit, including but not limited to, forgery, embezzlement, obtaining money under false pretenses, larceny, conspiracy to defraud or theft; AGREEMENT AND PLAN OF REORGANIZATION PAGE 27; (ii) subject to any order, judgment, or decree of any court of competent jurisdiction temporarily or preliminary restraining or enjoining, or are subject to any order, judgment, or decree of any court of competent jurisdiction, permanently restraining or enjoining that person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or in connection with the making of any false filing with the SEC or any state securities administrator; (iii) subject to a United States Postal Service false representation order; or (iv) subject to any state administrative order entered by a state securities administrator in which fraud or deceit was found; (f) except as set forth in Sections 2.3(c)(i), 2.3(c)(ii), 2.3(c)(ix), 3.21(g) and 6.7: (a) the Stockholders are acquiring the New MCSC Shares for their own account and not with a view to resale or distribution and (b) no agreements, arrangements or understandings exist with respect to the transfer, sale, voting or disposition of such securities; (g) the Stockholders understand that stop transfer instructions relating to the MCSC Common Stock will be placed in MCSC's stock register and that the certificates representing New MCSC Shares will bear legends which shall read: "The shares of Common Stock represented by this certificate have been issued pursuant to a claim of exemption from the registration or qualification requirements of federal and state securities laws and may not be sold or transferred without registration or qualification or otherwise except pursuant to an applicable exemption therefrom as evidenced by an opinion of counsel satisfactory to the issuer hereof." "Except with the prior written consent of Miami Computer Supply Corporation, the shares of Common Stock represented by this certificate may not be sold, pledged, hypothecated, gifted or otherwise transferred or disposed of until [THE DATE WHICH IS 270 366 DAYS AFTER THE CLOSING DATE], except that the holder hereof may sell, gift or transfer such shares during such period only to other DBPC or MDC Stockholders and/or to members of his or her Immediate Family (as defined in Section 2.3(c) of that certain Stock Purchase and Sale and Agreement and Plan of Reorganization by and among Miami Agreement and Plan of Reorganization Page 37 Computer Supply Corporation, MCSC Buckeye Acquisition Corporation, Xxxxxx Business Products Corporation, Matrix Data Corporation and the Named Stockholders dated November __, 1998) and/or trusts for the benefit of such Named Stockholders' family members, provided that any such transfer must comply with applicable federal and state securities laws and regulations as evidenced by an opinion of counsel to the transferor satisfactory to MCSC addressed to such Stockholder and to MCSC (upon which MCSC and its registrar and transfer agent may rely) and received by MCSC prior to such transfer.]" (h) the Stockholders realize that (i) the acquisition of the New MCSC Shares is a long long-term investment; (ii) the Stockholders must bear the economic risk of such investment until the restrictive holding period Holding Period expires and because the New MCSC Shares have not been registered under the Securities Act or any similar state law, they cannot be sold unless so registered or an exemption from registration is available; and AGREEMENT AND PLAN OF REORGANIZATION PAGE 28and (i) the Stockholders believe that an investment in the New MCSC Shares is suitable for them based upon their investment objectives and financial needs and the Stockholders have adequate means of providing for their current financial needs and have no need for liquidity of their investment with respect to the New MCSC Shares.

REPRESENTATIONS REGARDING THE COMMON STOCK. The Stockholders represent, certify and warrant to MCSC that: (a) they are "accredited investors" as defined by Regulation D promulgated under the Securities Act; (b) they have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the New MCSC SharesShares and the Promissory Note, if issued. The Stockholders have received the MCSC 1996 Annual Report to Stockholders, the proxy statement for the 1997 Annual Meeting of Stockholders, the Form 10-K for the year ended December 31, 1996 and the Form 10-Q for the nine months ended September 30, 1997 (the "SEC Filings")1997. The Stockholders recognize that acquisition of the New MCSC Shares and the Promissory Note involves certain risks and have taken full cognizance of and understand such risks. In deciding whether to acquire the New MCSC Shares and the Promissory Note pursuant to this Agreement, the Stockholders have weighed these risks against any perceived benefits of owning the New MCSC Shares; (c) the Stockholders have had the opportunity to perform such due diligence regarding MCSC as they have deemed necessary and to ask questions of, and receive answers from, management of MCSC and have sought and received such accounting, legal and tax advice as the Stockholders have considered necessary to make an informed investment decision with respect to the New MCSC Shares, and the Promissory Note; (d) the Stockholders are aware that no federal or state agency has made any finding or determination as to the fairness of the New MCSC Shares, Shares and the Promissory Note nor has any agency made any recommendation or endorsement of the New MCSC SharesShares and the Promissory Note; (e) during the last five years, neither Stockholder has been: (i) convicted of nor pleaded NOLO CONTENDERE to any felony or misdemeanor in connection with the purchase or sale of any security or in connection with the making of any false filing with the Securities and Exchange Commission ("SEC") or any state securities administrator, or of any felony involving fraud or deceit, including but not limited to, forgery, embezzlement, obtaining money under false pretenses, larceny, conspiracy to defraud or theft; AGREEMENT AND PLAN OF REORGANIZATION PAGE 27; (ii) subject to any order, judgment, or decree of any court of competent jurisdiction temporarily or preliminary restraining or enjoining, or are subject to any order, judgment, or decree of any court of competent jurisdiction, permanently restraining or enjoining that person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or in connection with the making of any false filing with the SEC or any state securities administrator; (iii) subject to a United States Postal Service false representation order; or (iv) subject to any state administrative order entered by a state securities administrator in which fraud or deceit was found; (f) the Stockholders are acquiring the New MCSC Shares and the Promissory Note for their own account and not with a view to resale or distribution and no agreements, arrangements or understandings exist with respect to the transfer, sale, voting or disposition of such securities; (g) the Stockholders understand that stop transfer instructions relating to the Common Stock and the Promissory Note will be placed in MCSC's stock register and that the certificates representing New MCSC Shares will bear legends which shall read: "The shares of Common Stock [OR THIS PROMISSORY NOTE] represented by this certificate have been issued pursuant to a claim AGREEMENT AND PLAN OF REORGANIZATION PAGE 25 of exemption from the registration or qualification requirements of federal and state securities laws and may not be sold or transferred without registration or qualification or otherwise except pursuant to an applicable exemption therefrom as evidenced by an opinion of counsel satisfactory to the issuer hereof." "Except with the prior written consent of Miami Computer Supply Corporation, the shares of Common Stock [OR THIS PROMISSORY NOTE] represented by this certificate may not be sold, pledged, hypothecated, gifted or otherwise transferred or disposed of until [THE DATE WHICH IS 270 DAYS AFTER THE CLOSING DATE.]" (h) the Stockholders realize that (i) the acquisition of the New MCSC Shares and the Promissory Note is a long long-term investment; (ii) the Stockholders must bear the economic risk of such investment until the restrictive holding period expires and because the New MCSC Shares and the Promissory Note have not been registered under the Securities Act or any similar state law, they cannot be sold unless so registered or an exemption from registration is available; and AGREEMENT AND PLAN OF REORGANIZATION PAGE 28and (i) the Stockholders believe that an investment in the New MCSC Shares and the Promissory Note is suitable for them based upon their investment objectives and financial needs and the Stockholders have adequate means of providing for their current financial needs and have no need for liquidity of their investment with respect to the New MCSC SharesShares and the Promissory Note.

REPRESENTATIONS REGARDING THE COMMON STOCK. The Stockholders representStockholder represents, certify certifies and warrant warrants to MCSC Parent that: (a) they are it is an "accredited investorsinvestor" as defined by Regulation D promulgated under the Securities ActAct by reason of the fact that all of the Principals are accredited investors; (b) they have it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the New MCSC Parent Shares. The Stockholders have Stockholder has received the MCSC 1996 Annual Report to Stockholders, the proxy statement for the 1997 Annual Meeting copies of Stockholders, the Parent’s Form 10-K for the year ended December 31filed April 15, 1996 and the 2010, Form 8-K filed May 5, 2010, Form 10-Q for the nine months ended September 30filed May 17, 1997 2010, Form 8-K filed May 18, 2010, Definitive Form 14C filed June 22, 2010, Form 8-K filed July 21, 2010, Form 8-K/A filed July 29, 2010, Form 10-Q filed August 16, 2010, Form 8-K filed August 17, 2010, Form 8-K filed October 20, 2010, Form 8-K filed November 12, 2010, Form 10-Q filed November 15, 2010 and Form 8-K filed November 16, 2010 (the "SEC FilingsReports"). The Stockholders recognize Stockholder recognizes that acquisition of the New MCSC Parent Shares involves certain risks and have has taken full cognizance of and understand such risks. In deciding whether to acquire the New MCSC Parent Shares pursuant to this Agreement, the Stockholders have Stockholder has weighed these risks against any perceived benefits of owning the New MCSC Parent Shares; (c) the Stockholders have Stockholder has had the opportunity to perform such due diligence regarding MCSC Parent as they have he has deemed necessary and to ask questions of, and receive answers from, management of MCSC Parent and have has sought and received such accounting, legal and tax advice as the Stockholders have Stockholder has considered necessary to make an informed investment decision with respect to the New MCSC Parent Shares; (d) the Stockholders are Stockholder is aware that no federal or state agency has made any finding or determination as to the fairness of the New MCSC Shares, Parent Shares nor has any agency made any recommendation or endorsement of the New MCSC Parent Shares; (e) during the last five ten years, neither Stockholder has not been: (i) convicted of nor pleaded NOLO CONTENDERE nolo contendere to any felony or misdemeanor in connection with the purchase or sale of any security or in connection with the making of any false filing with the Securities and Exchange Commission ("SEC") or any state securities administrator, or of any felony involving fraud or deceit, including but not limited to, forgery, embezzlement, obtaining money under false pretenses, larceny, conspiracy to defraud or theft; AGREEMENT AND PLAN OF REORGANIZATION PAGE 27; (ii) subject to any order, judgment, or decree of any court of competent jurisdiction temporarily or preliminary restraining or enjoining, or are subject to any order, judgment, or decree of any court of competent jurisdiction, permanently restraining or enjoining that person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or in connection with the making of any false filing with the SEC or any state securities administrator; (iii) subject to a United States Postal Service false representation order; or (iv) subject to any state administrative order entered by a state securities administrator in which fraud or deceit was found; (f) the Stockholders are Stockholder is acquiring the New MCSC Parent Shares for their its own account and not with a view to resale or distribution and no agreements, arrangements or understandings exist with respect to the transfer, sale, voting or disposition of such securities; (g) the Stockholders understand Stockholder understands that stop transfer instructions relating to the Common Stock New Parent Shares will be placed in MCSCParent's stock register and that the certificates representing New MCSC Parent Shares will bear legends which shall read: "The shares of Common Stock represented by this certificate have been issued pursuant to a claim of exemption from the registration or qualification requirements of federal and state securities laws and may not be sold or transferred without registration or qualification or otherwise except pursuant to an applicable exemption therefrom as evidenced by an opinion of counsel satisfactory to the issuer hereofTHESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION REASONABLY ACCEPTABLE TO THE COMPANY." "Except with the prior written consent of Miami Computer Supply Corporation, the shares of Common Stock represented by this certificate may not be sold, pledged, hypothecated, gifted or otherwise transferred or disposed of until [THE DATE WHICH IS 270 DAYS AFTER THE CLOSING DATE.]" (h) the Stockholders realize Stockholder realizes that (i) the acquisition of the New MCSC Parent Shares is a long long-term investment; (ii) the Stockholders Stockholder must bear the economic risk of such investment until the restrictive holding period Holding Period expires and until it is otherwise able to sell such shares in accordance with Rule 144 under the Securities Act, and because the New MCSC Parent Shares have not been registered under the Securities Act or any similar state law, they cannot be sold unless so registered or an exemption from registration is available; and AGREEMENT AND PLAN OF REORGANIZATION PAGE 28and (i) the Stockholders believe Stockholder believes that an investment in the New MCSC Parent Shares is suitable for them it based upon their its investment objectives and financial needs and the Stockholders have Stockholder has adequate means of providing for their its current financial needs and have has no need for liquidity of their investment with respect to the New MCSC Parent Shares.

REPRESENTATIONS REGARDING THE COMMON STOCK. The Stockholders representSeller represents, certify certifies and warrant warrants to MCSC FBC that: (a) they it is and its stockholders are "accredited investors" as defined by Regulation D promulgated under the Securities Act; (b) they its stockholders have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the New MCSC Shares. FBC Common Stock The Stockholders have Seller has received the MCSC FBC 1996 Annual Report to Stockholders, the proxy statement for the 1997 Annual Meeting of Stockholders, the Form 10-K for the year ended December 31, 1996 and the Form 10-Q for the nine months ended September 30, 1997 (the "SEC Filings")1997. The Stockholders recognize Seller recognizes that acquisition of the New MCSC Shares FBC Common Stock involves certain risks and have has taken full cognizance of and understand understands such risks. In deciding whether to acquire the New MCSC Shares FBC Common Stock pursuant to this Agreement, the Stockholders have Seller has weighed these risks against any perceived benefits of owning the New MCSC SharesFBC Common Stock; (c) the Stockholders have Seller has had the opportunity to perform such due diligence regarding MCSC FBC as they have it has deemed necessary and to ask questions of, and receive answers from, management of MCSC FBC and have has sought and received such independent accounting, legal and tax advice as the Stockholders have Seller has considered necessary to make an informed investment decision with respect to the New MCSC SharesFBC Common Stock; (d) the Stockholders are Seller is aware that no federal or state agency has made any finding or determination as to the fairness of the New MCSC SharesFBC Common Stock, nor has any agency made any recommendation or endorsement of the New MCSC SharesFBC Common Stock; (e) during the last five (5) years, neither Stockholder the Seller nor any director, officer or stockholder of the Seller has been: (i) convicted of nor pleaded NOLO CONTENDERE nolo contendere to any felony or misdemeanor in connection with the purchase or sale of any security or in connection with the making of any false filing with the Securities and Exchange Commission ("SEC") or any state securities administrator, or of any felony involving fraud or deceit, including but not limited to, forgery, embezzlement, obtaining money under false pretenses, larceny, conspiracy to defraud or theft; AGREEMENT AND PLAN OF REORGANIZATION PAGE 27; (ii) subject to any order, judgment, or decree of any court of competent jurisdiction temporarily or preliminary restraining or enjoining, or are subject to any order, judgment, or decree of any court of competent jurisdiction, permanently restraining or enjoining that person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or in connection with the making of any false filing with the SEC or any state securities administrator; (iii) subject to a United States Postal Service false representation order; or (iv) subject to any state administrative order entered by a state securities administrator in which fraud or deceit was found; (f) the Stockholders are Seller is acquiring the New MCSC Shares FBC Common Stock for their its own account and not with a view to resale or distribution and distribution, and, no agreements, arrangements or understandings exist with respect to the transfer, sale, voting or disposition of such securities; (g) the Stockholders understand Seller understands that stop transfer instructions relating to the Common Stock will be placed in MCSCFBC's stock register and that the certificates representing New MCSC Shares the FBC Common Stock will bear legends which that shall read: "The shares of Common Stock represented by this certificate have been issued pursuant to a claim of exemption from the registration or qualification requirements of federal and state securities laws and may not be sold or transferred without registration or qualification or otherwise except pursuant to an applicable exemption therefrom as evidenced by an opinion of counsel satisfactory to the issuer hereof." "Except with the prior written consent of Miami Computer Supply CorporationFredxxxxx Xxxwing Co., the shares of Common Stock represented by this certificate may not be sold, pledged, hypothecated, gifted or otherwise transferred or disposed of until [THE DATE WHICH IS 270 181, 271 OR 366 (AS APPROPRIATE) DAYS AFTER THE CLOSING DATE.]" (h) the Stockholders realize Seller realizes that (i) the acquisition of the New MCSC Shares FBC Common Stock is a long long-term investment; (ii) the Stockholders Seller must bear the economic risk of such investment until the restrictive holding period expires and because the New MCSC Shares have FBC Common Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any similar state law, they it cannot be sold unless so registered or an exemption from registration is available; and AGREEMENT AND PLAN OF REORGANIZATION PAGE 28and (i) the Stockholders believe Seller believes that an investment in the New MCSC Shares FBC Common Stock is suitable for them it based upon their its investment objectives and financial needs and the Stockholders stockholders of the Seller have adequate means of providing for their current financial needs and have no need for liquidity of their investment with respect to the New MCSC SharesFBC Common Stock.

REPRESENTATIONS REGARDING THE COMMON STOCK. The Stockholders represent, certify and warrant to MCSC that: (a) they are "accredited investors" as defined by Regulation D promulgated under the Securities Act; (b) they have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the New MCSC Shares. The Stockholders have received the MCSC 1996 1997 Annual Report to Stockholders, the proxy statement for the 1997 1998 Annual Meeting of Stockholders, the Form 10-K for the year ended December 31, 1996 1997 and the Form 10-Q for the nine months quarter ended September 30March 31, 1997 1998 (the "SEC FilingsReports"). The Stockholders recognize that acquisition of the New MCSC Shares involves certain risks and have taken full cognizance of and understand such risks. In deciding whether to acquire the New MCSC Shares pursuant to this Agreement, the Stockholders have weighed these risks against any perceived benefits of owning the New MCSC Shares; (c) the Stockholders have had the opportunity to perform such due diligence regarding MCSC as they have deemed necessary and to ask questions of, and receive answers from, management of MCSC and have sought and received such professional accounting, legal and tax advice as the Stockholders have considered necessary to make an informed investment decision with respect to the New MCSC Shares; (d) the Stockholders are aware that no federal or state agency has made any finding or determination as to the fairness of the New MCSC Shares, Shares nor has any agency made any recommendation or endorsement of the New MCSC Shares; (e) during the last five years, neither no Stockholder has been: (i) convicted of nor pleaded NOLO CONTENDERE to any felony or misdemeanor in connection with the purchase or sale of any security or in connection with the making of any false filing with the Securities and Exchange Commission ("SEC") or any state securities administrator, or of any felony involving fraud or deceit, including but not limited to, forgery, embezzlement, obtaining money under false pretenses, larceny, conspiracy to defraud or theft; AGREEMENT AND PLAN OF REORGANIZATION PAGE 27; (ii) subject to any order, judgment, or decree of any court of competent jurisdiction temporarily or preliminary restraining or enjoining, or are subject to any order, judgment, or decree of any court of competent jurisdiction, permanently restraining or enjoining that person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or in connection with the making of any false filing with the SEC or any state securities administrator; (iii) subject to a United States Postal Service false representation order; or (iv) subject to any state administrative order entered by a state securities administrator in which fraud or deceit was found; (f) the Stockholders are acquiring the New MCSC Shares for their own account and not with a view to resale or distribution and no agreements, arrangements or understandings exist with respect to the transfer, sale, voting or disposition of such securities; (g) the Stockholders understand that stop transfer instructions relating to the Common Stock will be placed in MCSC's stock register and that the certificates representing New MCSC Shares will bear legends which shall read: "The shares of Common Stock represented by this certificate have been issued pursuant to a claim of exemption from the registration or qualification requirements of federal and state securities laws and may not be sold or transferred without registration or qualification or otherwise except pursuant to an applicable exemption therefrom as evidenced by an opinion of counsel satisfactory to the issuer hereof." "Except with the prior written consent of Miami Computer Supply Corporation, the shares of Common Stock represented by this certificate may not be sold, pledged, hypothecated, gifted or otherwise transferred or disposed of until [THE DATE WHICH IS 270 365 DAYS AFTER THE CLOSING DATE.]" (h) the Stockholders realize that (i) the acquisition of the New MCSC Shares is a long long-term investment; (ii) the Stockholders must bear the economic risk of such investment until the restrictive holding period expires and because the New MCSC Shares have not been registered under the Securities Act or any similar state law, they cannot be sold unless so registered or an exemption from registration is available; and AGREEMENT AND PLAN OF REORGANIZATION PAGE 28and (i) the Stockholders believe that an investment in the New MCSC Shares is suitable for them based upon their investment objectives and financial needs and the Stockholders have adequate means of providing for their current financial needs and have no need for liquidity of their investment with respect to the New MCSC Shares.