Common use of Securities Act Covenants and Representations Clause in Contracts

Securities Act Covenants and Representations. Each Stockholder hereby agrees and represents to JPFI as follows: (a) Such Stockholder has been advised that the offering, sale and delivery of JPFI Common Stock pursuant to the Merger will be registered under the Securities Act on a Registration Statement on Form S-4. Such Stockholder has also been advised, however, that to the extent such Stockholder is considered an "affiliate" of Rykoff at the time the Merger Agreement is submitted to a vote of the stockholders of Rykoff any public offering or sale by such Stockholder of any shares of JPFI Common Stock received by such Stockholder in the Merger will, under current law, require either (i) the further registration under the Securities Act of any shares of JPFI Common Stock to be sold by such Stockholder, (ii) compliance with Rule 145 promulgated by the SEC under the Securities Act or (iii) the availability of another exemption from such registration under the Securities Act. (b) Such Stockholder has read this Agreement and the Merger Agreement and has discussed their requirements and other applicable limitations upon such Stockholder's ability to sell, transfer or otherwise dispose of shares of JPFI Common Stock, to the extent such Stockholder believed necessary, with such Stockholder's counsel or counsel for Rykoff. (c) Such Stockholder also understands that stop transfer instructions will be given to JPFI's transfer agent with respect to JPFI Common Stock and that a legend will be placed on the certificates for the JPFI Common Stock issued to such Stockholder, or any substitutions therefor, to the extent such Stockholder is considered an "affiliate" of Rykoff at the time the Merger Agreement is submitted to a vote of the stockholders of Rykoff.

Securities Act Covenants and Representations. Each Stockholder hereby agrees and represents to JPFI as follows: (a) Such Each Stockholder has been advised that the offering, sale and delivery of JPFI the Common Stock pursuant to the Merger Agreement will be registered under the Securities Act on a Registration Statement on Form S-4. Such Each Stockholder has also been advised, however, that to the extent such Stockholder is considered an "affiliate" of Rykoff DSNC at the time the Merger Agreement is submitted to a vote of the stockholders of Rykoff DSNC, any public offering or sale by such Stockholder of any shares of JPFI Common the Tek Preferred Stock received by such Stockholder in the Merger will, under current law, require either (i) the further registration under the Securities Act of any shares of JPFI the Common Stock to be sold by such Stockholder, (ii) compliance with Rule 145 promulgated by the SEC under the Securities Act or (iii) the availability of another exemption from such registration under the Securities Act. (b) Such Each Stockholder has read this Agreement and the Merger Agreement and has discussed their requirements and other applicable limitations upon such Stockholder's ability to sell, transfer or otherwise dispose of shares of JPFI Common Stockthe Tek Preferred Stock with such Stockholder's counsel or counsel for DSNC, to the extent such Stockholder believed necessary, with such Stockholder's counsel or counsel for Rykoff. (c) Such Each Stockholder also understands that stop transfer instructions will be given to JPFIDSNC's transfer agent with respect to JPFI Common the Tek Preferred Stock and that a legend will be placed on the certificates for the JPFI Common Tek Preferred Stock issued to such Stockholder, or any substitutions therefor, to the extent such Stockholder is considered an "affiliateAffiliate" of Rykoff DSNC at the time the Merger Agreement is submitted to a vote of the stockholders shareholders of Rykoff.DSNC

Securities Act Covenants and Representations. Each Stockholder Shareholder hereby agrees and represents to JPFI the Acquiror as follows: (a) Such Stockholder Shareholder has been advised that the offering, sale and delivery of JPFI Parent Common Stock pursuant to the Merger will be registered under the Securities Act on a the Registration Statement on Form S-4Statement. Such Stockholder Shareholder has also been advised, however, that to the extent such Stockholder Shareholder is considered an "affiliate" of Rykoff the Company at the time the Merger Agreement is submitted to a vote of the stockholders shareholders of Rykoff the Company, any public offering or sale by such Stockholder Shareholder of any shares of JPFI Parent Common Stock received by such Stockholder Shareholder in the Merger will, under current law, require either (i) the further registration under the Securities Act of any shares of JPFI Parent Common Stock to be sold by such StockholderShareholder, (ii) compliance with Rule 145 promulgated by the SEC under the Securities Act or (iii) the availability of another exemption from such registration under the Securities Act. Shareholder hereby acknowledges and agrees that the Parent is under no obligation to register the sale, transfer or other disposition of Parent Common Stock by Shareholder or on Shareholder's behalf under the Securities Act, or to take any other action necessary in order to make compliance with an exemption from such registration available. (b) Such Stockholder Shareholder has read this Agreement and the Merger Agreement and has discussed their requirements and other applicable limitations upon such StockholderShareholder's ability to sell, transfer or otherwise dispose of shares of JPFI Parent Common Stock, to the extent such Stockholder Shareholder believed necessary, with such StockholderShareholder's counsel or counsel for Rykoffthe Company. (c) Such Stockholder Shareholder also understands that stop transfer instructions will be given to JPFIthe Acquiror's transfer agent with respect to JPFI Parent Common Stock and that a legend will be placed on the certificates for the JPFI Parent Common Stock issued to such StockholderShareholder, or any substitutions therefor, to the extent such Stockholder Shareholder is considered an "affiliate" of Rykoff the Company at the time the Merger Agreement is submitted to a vote of the stockholders shareholders of Rykoffthe Company.

Securities Act Covenants and Representations. Each -------------------------------------------- Stockholder hereby agrees and represents to JPFI Parent as follows: (a) Such Stockholder has been advised that the offering, sale and delivery of JPFI Parent Common Stock Shares and Parent VP Tracking Shares pursuant to the Merger will be registered under the Securities Act on a Registration Statement on Form S-4. Such Stockholder has also been advised, however, that to the extent such Stockholder is considered an "affiliate" of Rykoff the Company at the time the Merger Agreement is submitted to for a vote of the stockholders of Rykoff the Company, any public offering or sale by such Stockholder of any shares of JPFI Parent Common Stock Shares or Parent VP Tracking Shares received by such Stockholder in the Merger will, under current law, require either (i) the further registration under the Securities Act of any shares of JPFI Parent Common Stock Shares or Parent VP Tracking Shares to be sold by such Stockholder, (ii) compliance with Rule 145 promulgated by the SEC under the Securities Act or (iii) the availability of another exemption from such registration under the Securities Act. Such Stockholder agrees to execute and deliver an Affiliate Letter as contemplated by the Merger Agreement. (b) Such Stockholder has read this Agreement and the Merger Agreement and has discussed their requirements and other applicable limitations upon such Stockholder's ability to sell, transfer or otherwise dispose of shares of JPFI Parent Common StockShares or Parent VP Tracking Shares, to the extent such Stockholder believed necessary, with such Stockholder's counsel or counsel for Rykoffthe Company. (c) Such Stockholder also understands that stop transfer instructions will be given to JPFIParent's transfer agent agents with respect to JPFI Parent Common Stock Shares and Parent VP Tracking Shares and that a legend will be placed on the certificates for the JPFI Parent Common Stock Shares and Parent VP Tracking Shares issued to such Stockholder, or any substitutions therefor, to the extent such Stockholder is considered an "affiliate" of Rykoff the Company at the time the Merger Agreement is submitted to for a vote of the stockholders of Rykoffthe Company.

Securities Act Covenants and Representations. Each Stockholder hereby agrees and represents to JPFI as follows: (ai) Such Stockholder Seller Shareholder has been advised that the offering, sale and delivery of JPFI Egghead Common Stock Shares pursuant to the Merger will be registered under the Securities Act on a Registration Statement on Form S-4. Such Stockholder Seller Shareholder has also been advised, however, that that, to the extent such Stockholder Seller Shareholder is considered an "affiliate" Affiliate of Rykoff Seller at the time the Merger Agreement is submitted to for a vote of the stockholders shareholders of Rykoff Seller, any public offering or sale by such Stockholder Seller Shareholder of any shares of JPFI Egghead Common Stock Shares received by such Stockholder Seller Shareholder in the Merger will, under current law, require either (iA) the further registration under the Securities Act of any shares of JPFI such Egghead Common Stock Shares to be sold by such Stockholder, Seller Shareholder or (iiB) compliance with Rule 145 promulgated by the SEC under the Securities Act or (iiiC) the availability of another exemption from such registration under the Securities Act. (bii) Such Stockholder Seller Shareholder has read this Agreement and the Merger Agreement and has discussed their requirements and other applicable limitations upon such StockholderSeller Shareholder's ability to sell, transfer or otherwise dispose of shares of JPFI Egghead Common StockShares, to the extent such Stockholder Seller Shareholder believed necessary, with such StockholderSeller Shareholder's counsel or counsel for RykoffSeller. (ciii) Such Stockholder Seller Shareholder also understands that stop transfer instructions will be given to JPFIEgghead's transfer agent with respect to JPFI Egghead Common Stock Shares and that a legend will be placed on the certificates for the JPFI Egghead Common Stock Shares issued to such StockholderSeller Shareholder in the Merger, or any substitutions therefor, to the extent such Stockholder is considered an "affiliate" of Rykoff at the time the Merger Agreement is submitted to a vote of the stockholders of Rykoffsubstitutions.

Securities Act Covenants and Representations. Each Stockholder of the Lock-up Stockholders hereby agrees and represents to JPFI SSH as follows: (a) Such Lock-up Stockholder has been advised that the offering, sale and delivery of JPFI the shares of Parent Common Stock pursuant to the Merger will be registered under the Securities Act on a Registration Statement on Form S-4. Such Lock-up Stockholder has also been advised, however, that to the extent such Lock-up Stockholder is considered an "affiliate" of Rykoff SSH for purposes of the Securities Act at the time the Merger Agreement is submitted to for a vote of the stockholders of Rykoff SSH, any public offering or sale by such Stockholder Lock-up Stockholders of any shares of JPFI Parent Common Stock received by such Stockholder Lock-up Stockholders in the Merger will, under current law, require either (i) the further registration under the Securities Act of any shares of JPFI Parent Common Stock to be sold by such Lock-up Stockholder, (ii) compliance with Rule 145 promulgated by the SEC under the Securities Act or (iii) the availability of another exemption from such registration under the Securities Act. (b) Such Lock-up Stockholder has read this Agreement and the Merger Agreement and has discussed their requirements and other applicable limitations upon such Stockholder's ability to sell, transfer or otherwise dispose of shares of JPFI Common Stock, to the extent such Stockholder believed necessary, with such Stockholder's counsel or counsel for Rykoff. (c) Such Stockholder also understands that stop transfer instructions will be given to JPFITriton's transfer agent with respect to JPFI shares of Parent Common Stock and that a legend will be placed on the certificates for the JPFI shares of Parent Common Stock issued to such Lock-up Stockholder, or any substitutions therefor, to the extent such Lock-up Stockholder is considered an "affiliate" of Rykoff SSH for purposes of the Securities Act at the time the Merger Agreement is submitted to for a vote of the stockholders of RykoffSSH.

Securities Act Covenants and Representations. Each Stockholder Shareholder hereby agrees and represents to JPFI the Acquiror as follows: (a) Such Stockholder Shareholder has been advised that the offering, sale and delivery of JPFI Parent Common Stock pursuant to the Merger will be registered under the Securities Act on a the Registration Statement on Form S-4Statement. Such Stockholder Shareholder has also been advised, however, that to the extent such Stockholder Shareholder is considered an "affiliate" of Rykoff the Company at the time the Merger Agreement is submitted to a vote of the stockholders shareholders of Rykoff the Company, any public offering or sale by such Stockholder Shareholder of any shares of JPFI Parent Common Stock received by such Stockholder Shareholder in the Merger will, under current law, require either (i) the further registration under the Securities Act of any shares of JPFI Parent Common Stock to be sold by such StockholderShareholder, (ii) compliance with Rule 145 promulgated by the SEC under the Securities Act or (iii) the availability of another exemption from such registration under the Securities Act. Shareholder hereby acknowledges and agrees that the Parent is under no obligation to register the sale, transfer or other disposition of Parent Common Stock by Shareholder or on Shareholder's behalf under the Securities Act, or to take any other action necessary in order to make compliance with an exemption from such registration available. (b) Such Stockholder Shareholder has read this Agreement and the Merger Agreement and has discussed their requirements and other applicable limitations upon such StockholderShareholder's ability to sell, transfer or otherwise dispose of shares of JPFI Parent Common Stock, to the extent such Stockholder Shareholder believed necessary, with such StockholderShareholder's counsel or counsel for Rykoffthe Company. (c) Such Stockholder Shareholder also understands that stop transfer instructions will be given to JPFIAcquiror's transfer agent with respect to JPFI Parent Common Stock and that a legend will be placed on the certificates for the JPFI Parent Common Stock issued to such StockholderShareholder, or any substitutions therefor, to the extent such Stockholder Shareholder is considered an "affiliate" of Rykoff the Company at the time the Merger Agreement is submitted to a vote of the stockholders shareholders of Rykoffthe Company.

Securities Act Covenants and Representations. Each Stockholder AVS Affiliate, severally and not jointly, hereby agrees and represents and warrants to JPFI MUSE as follows: (a) Such Stockholder AVS Affiliate has been advised that the offering, sale and delivery of JPFI MUSE Common Stock pursuant to the Merger will be registered under the Securities 1933 Act on a Registration Statement on Form S-4 (the "Form S-4"). Such Stockholder AVS Affiliate has also been advised, however, that to the extent such Stockholder AVS Affiliate is considered an "affiliate" of Rykoff the Company at the time the Merger Agreement is submitted to for a vote of the stockholders of Rykoff the Company, any public offering or sale by such Stockholder AVS Affiliate of any shares of JPFI MUSE Common Stock received by such Stockholder AVS Affiliate in the Merger will, under current law, require either (i) the further registration under the Securities 1933 Act of any shares of JPFI MUSE Common Stock to be sold by such StockholderAVS Affiliate, (ii) compliance with Rule 145 promulgated by the SEC under the Securities 1933 Act or (iii) the availability of another exemption from such registration under the Securities 1933 Act. (b) Such Stockholder AVS Affiliate has read this Agreement and the Merger Agreement and has discussed their requirements and other applicable limitations upon such StockholderAVS Affiliate's ability to sell, transfer or otherwise dispose of shares of JPFI MUSE Common Stock, to the extent such Stockholder AVS Affiliate believed necessary, with such StockholderAVS Affiliate's counsel or counsel for Rykoffthe Company. (c) Such Stockholder AVS Affiliate also understands that stop transfer instructions will be given to JPFIthe Company's and to MUSE's transfer agent agents with respect to JPFI Common Stock certificates evidencing the Restricted Securities issued to such AVS Affiliate in the Merger and that there will be placed (and MUSE and the Company hereby agree to cause to be placed) on the certificates evidencing the Restricted Securities a legend stating in substance: "THE SECURITIES REPRESENTED HEREBY MAY ONLY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN ACCORDANCE WITH THE TERMS OF AN AFFILIATES AGREEMENT AMONG THE REGISTERED HOLDER THEREOF, ADVANCED VISUAL SYSTEMS INC. AND MUSE TECHNOLOGIES INC. A COPY OF SUCH AFFILIATES AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF ADVANCED VISUAL SYSTEMS INC. AND MUSE TECHNOLOGIES INC." After the filing or publication of the financial results described in Section 1(b) hereof, certificates evidencing the Restricted Securities delivered at or after the Effective Time may, at such AVS Affiliate's election, be surrendered for cancellation and reissuance with a legend referring only to the applicability of Rule 145 restrictions. MUSE agrees that such stop transfer instructions and legend will be placed on rescinded and removed promptly if provisions of this agreement and the certificates for the JPFI Common Stock issued to 1933 Act are complied with. (d) Each AVS Affiliate understands that since such Stockholder, or any substitutions therefor, to the extent such Stockholder is considered AVS Affiliate may be deemed an "affiliate" of Rykoff at the time Company (within the Merger Agreement is submitted to a vote meaning of Rule 145 as defined below), certain restrictions may be imposed upon each AVS Affiliate's public resales of the stockholders Restricted Securities under the provisions of RykoffRule 145 until such time as the undersigned has "beneficially owned" (within the meaning of Rule 144(d)) the Restricted Securities for a period of at least one year ( or in some cases two years) after the Effective Time and thereafter if and for so long as the undersigned remains a MUSE affiliate. Unless and until the restriction "cut-off" provisions of Rule 145(d)(2) or Rule 145(d)(3) become available, public resales of Restricted Securities may only be made by each AVS Affiliate in compliance with the requirements of Rule 145(d)(1). Rule 145(d)(1) permits such resales only (i) while MUSE meets the public information requirements of Rule 144(c), (ii) in broker's transactions as provided in Rules 144(f) and (g) and (iii) where the amount of Restricted Securities sold, together with all other sales of MUSE Common Stock sold for such AVS Affiliate's account within the preceding three months, does not exceed the greater of (x) one percent of the MUSE Common Stock outstanding as shown by the most recent report or statement published by MUSE, or (y) the average weekly reported volume of trading in MUSE Common Stock on all national securities exchanges, and/or reported through the automated quotation system of a registered securities association, and/or reported through the consolidated transaction reporting system during the four calendar weeks preceding any such sale. (e) Any transfer of the Restricted Securities in violation of the provisions hereof shall be void and of no force or effect.

Securities Act Covenants and Representations. Each -------------------------------------------- Stockholder hereby agrees and represents to JPFI as follows: (a) Such Stockholder has been advised that the offering, sale and delivery of JPFI Common Stock pursuant to the Merger will be registered under the Securities Act on a Registration Statement on Form S-4. Such Stockholder has also been advised, however, that to the extent such Stockholder is considered an "affiliate" of Rykoff at the time the Merger Agreement is submitted to a vote of the stockholders of Rykoff any public offering or sale by such Stockholder of any shares of JPFI Common Stock received by such Stockholder in the Merger will, under current law, require either (i) the further registration under the Securities Act of any shares of JPFI Common Stock to be sold by such Stockholder, (ii) compliance with Rule 145 promulgated by the SEC under the Securities Act or (iii) the availability of another exemption from such registration under the Securities Act. (b) Such Stockholder has read this Agreement and the Merger Agreement and has discussed their requirements and other applicable limitations upon such Stockholder's ability to sell, transfer or otherwise dispose of shares of JPFI Common Stock, to the extent such Stockholder believed necessary, with such Stockholder's counsel or counsel for Rykoff. (c) Such Stockholder also understands that stop transfer instructions will be given to JPFI's transfer agent with respect to JPFI Common Stock and that a legend will be placed on the certificates for the JPFI Common Stock issued to such Stockholder, or any substitutions therefor, to the extent such Stockholder is considered an "affiliate" of Rykoff at the time the Merger Agreement is submitted to a vote of the stockholders of Rykoff.