Common use of SCB Stock Ownership; Investment Intent Clause in Contracts

SCB Stock Ownership; Investment Intent. (a) Neither TMRI nor any of the TMRI Shareholders owns, beneficially or otherwise, any shares of SCB Common Stock. (b) The shares of SCB Common Stock, if any, issuable pursuant to this Agreement are being acquired by TMRI, subject to the terms of this Agreement, for investment and not with a view to the distribution thereof, and TMRI acknowledges and understands that the certificate(s) representing such shares of SCB Common Stock will bear a legend in substantially the following form: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES ACT AND CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACTS OR UNLESS EXEMPTIONS FROM REGISTRATION ARE AVAILABLE. THE COMPANY WILL FURNISH THE HOLDER HEREOF INFORMATION REGARDING THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH CLASS AND THE VARIATIONS AND RIGHTS, PREFERENCES, AND LIMITATIONS DETERMINED FOR EACH SERIES OF STOCK ISSUED BY THE COMPANY (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE

SCB Stock Ownership; Investment Intent. (a) Neither TMRI PRI nor any of the TMRI PRI Shareholders owns, beneficially or otherwise, any shares of SCB Common Stock. (b) The shares of SCB Common Stock, if any, issuable pursuant to this Agreement are being acquired by TMRI, the PRI Shareholders subject to the terms of this Agreement, Agreement for investment and not with a view to the distribution thereof, and TMRI each of the PRI Shareholders acknowledges and understands that the certificate(s) representing such shares of SCB Common Stock will bear a legend in substantially the following form: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES ACT AND CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACTS OR UNLESS EXEMPTIONS FROM REGISTRATION ARE AVAILABLE. THE COMPANY WILL FURNISH THE HOLDER HEREOF INFORMATION REGARDING THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH CLASS AND THE VARIATIONS AND RIGHTS, PREFERENCES, AND LIMITATIONS DETERMINED FOR EACH SERIES OF STOCK ISSUED BY THE COMPANY (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINEDETERMINE VARIATIONS FOR FUTURE SERIES) UPON REQUEST IN WRITING AND WITHOUT CHARGE. (c) Each PRI Shareholder, severally and not jointly, represents and warrants as follows: (i) Each of the PRI Shareholders is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (ii) Each of the PRI Shareholders has received and reviewed copies of SCB's Annual Report on Form 10-K for the fiscal year ended April 30, 1996, SCB's Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 1996, October 31, 1996, and January 31, 1997, SCB's Current Report on Form 8-K, dated October 8, 1996, as amended on December 4, 1996, relating to the combination with Delta Software Systems, Inc., and SCB's Current Report on Form 8-K, dated March 14, 1997, as amended on May 14, 1997, relating to the acquisition of substantially all of the assets of Technology Management Resources, Inc. (collectively, the "SEC Reports"). Each

SCB Stock Ownership; Investment Intent. (a) Neither TMRI Delta nor any of the TMRI Delta Shareholders owns, beneficially or otherwise, any shares of SCB Common Stock. (b) The shares of SCB Common Stock, if any, Stock issuable pursuant to this Agreement in the Merger are being acquired by TMRI, subject to the terms of this Agreement, Delta Shareholders for investment and not with a view to the distribution thereof, and TMRI each of the Delta Shareholders acknowledges and understands that the certificate(s) representing such shares of SCB Common Stock (including the Escrow Shares) will bear a legend in substantially the following form: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES ACT AND CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACTS OR UNLESS EXEMPTIONS FROM REGISTRATION ARE AVAILABLE. THE COMPANY WILL FURNISH THE HOLDER HEREOF INFORMATION REGARDING THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH CLASS AND THE VARIATIONS AND RIGHTS, PREFERENCES, AND LIMITATIONS DETERMINED FOR EACH SERIES OF STOCK ISSUED BY THE COMPANY (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINEDETERMINE VARIATIONS FOR FUTURE SERIES) UPON REQUEST IN WRITING AND WITHOUT CHARGE. (c) Each Delta Shareholder, severally and not jointly, represents and warrants as follows: (i) Each of the Delta Shareholders is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (ii) Each of the Delta Shareholders has received and reviewed copies of SCB's Annual Report on Form 10-K for the fiscal year ended April 30, 1996 and SCB's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1996 (collectively, the "SEC Reports"), which contains certain information regarding SCB and its business. Each of the Delta Shareholders confirms that SCB has made available to him or to his representatives the opportunity to ask questions of SCB's officers and directors and to acquire such information about the shares of SCB Common Stock and the business and financial condition of SCB as the Delta Shareholders have requested, which additional information has been received. (iii) In deciding to acquire shares of SCB Common Stock pursuant to Article 3 hereof, the Delta Shareholders have consulted with their legal, financial, and tax advisers with respect to the Merger and the nature of the investment together with additional information concerning SCB set forth in the SEC Reports and any additional information provided under subsection (ii) above. (iv) Each Delta Shareholder has adequate means of providing for his current needs and personal contingencies and has no need for liquidity in his investment in SCB. Each of the Delta Shareholders, either alone or with his representatives, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in SCB. (v) No Delta Shareholder has a present plan or intention to sell, exchange, or otherwise dispose of more than fifty percent (50%) of the shares of SCB Common Stock (excluding the Escrow Shares) to be received by that Delta Shareholder in the Merger, nor does any Delta Shareholder have a present plan or intention to exercise his or her registration rights pursuant to Article 10 hereof, and then to sell, exchange, or otherwise dispose of an amount of such registered shares equal to fifty percent (50%) or more of the shares of SCB Common Stock (excluding the Escrow Shares) received by that Delta Shareholder in the Merger.

SCB Stock Ownership; Investment Intent. (a) Neither TMRI PTI nor any of the TMRI PTI Shareholders owns, beneficially or otherwise, any shares of SCB Common Stock. (b) The shares of SCB Common Stock, if any, Stock issuable pursuant to this Agreement in the Merger are being acquired by TMRI, subject to the terms of this Agreement, PTI Shareholders for investment and not with a view to the distribution thereof, and TMRI each of the PTI Shareholders acknowledges and understands that the certificate(s) representing such shares of SCB Common Stock (including the Escrow Shares) will bear a legend in substantially the following form: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES ACT AND CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACTS OR UNLESS EXEMPTIONS FROM REGISTRATION ARE AVAILABLE. THE COMPANY WILL FURNISH THE HOLDER HEREOF INFORMATION REGARDING THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH CLASS AND THE VARIATIONS AND RIGHTS, PREFERENCES, AND LIMITATIONS DETERMINED FOR EACH SERIES OF STOCK ISSUED BY THE COMPANY (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINEDETERMINE VARIATIONS FOR FUTURE SERIES) UPON REQUEST IN WRITING AND WITHOUT CHARGE. UNTIL THE DATE THE COMPANY HAS PUBLISHED ITS FINANCIAL RESULTS FOR A PERIOD OF AT LEAST 30 DAYS OF POST-MERGER COMBINED OPERATIONS, THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT AND PLAN OF MERGER BETWEEN THE COMPANY AND THE REGISTERED HOLDER HEREOF, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL OFFICES. (c) Each PTI Shareholder, severally and not jointly, represents and warrants as follows: (i) Each of the PTI Shareholders is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (ii) Each of the PTI Shareholders has received and reviewed copies of SCB's Annual Report on Form 10-K for the fiscal year ended April 30, 1997 and SCB's Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 1997, October 31,1997, and January 31, 1998 (collectively, the "SEC Reports"), which contain certain information regarding SCB and its business. Each of the PTI Shareholders confirms that SCB has made available to him or to his representatives the opportunity to ask questions of SCB's officers and directors and to acquire such information about the shares of SCB Common Stock and the business and financial condition of SCB as the PTI Shareholders have requested, which additional information has been received. (iii) In deciding to acquire shares of SCB Common Stock pursuant to Article 3 hereof, the PTI Shareholders have consulted with their legal, financial, and tax advisers with respect to the Merger and the nature of the investment together with additional information concerning SCB set forth in the SEC Reports and any additional information provided under subsection (ii) above. (iv) The financial condition of each of the PTI Shareholders is such that he can bear the risk of this investment indefinitely and can afford to bear the loss of his entire investment. Each PTI Shareholder has adequate means of providing for his current needs and personal contingencies and has no need for liquidity in his investment in SCB. Each of the PTI Shareholders, either alone or with his representatives, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in SCB.