Common use of Securities Act Representations Clause in Contracts

Securities Act Representations. (a) Each Shareholder represents that he or it understands that the Common Stock and Preferred Stock (collectively, the "Scoop Stock") to be issued and delivered to him at Closing pursuant to this Agreement will not have been registered pursuant to the registration requirements of the Securities Act and that the resale of all shares of Scoop Stock is subject to Rule 145 of the rules and regulations thereunder. Each Shareholder represents that he or it is acquiring the Scoop Stock for its own account, not as a nominee or agent, and not with a view to the distribution thereof in violation of applicable securities laws. Each Shareholder has been advised that as of the date hereof he may be deemed to be an "affiliate" of Scoop, as that term is defined for purposes of paragraphs (c) and (d) of Rule 144 and 145 and each Shareholder represents that he or it has been advised that, as a result, the Scoop Stock must be held indefinitely unless a sale of the Scoop Stock is made in conformity with the volume and other limitations of Rule 145 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act. Each Shareholder further represents that he or it has been advised that since the Scoop Stock has not been registered under the Securities Act, the Scoop Stock must be held indefinitely unless (i) the distribution of the Scoop Stock has been registered under the Securities Act, (ii) a sale of the Scoop Stock is made in conformity with the holding period, volume and other limitations of Rule 144 promulgated by the Commission under the Securities Act, or (iii) in the opinion of counsel reasonably acceptable to Scoop, some other exemption from registration is available with respect to any proposed sale, transfer or other disposition of the Scoop Stock.

Securities Act Representations. The Subscriber is an “accredited investor” as that term is defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”). The Subscriber (a) Each Shareholder represents that he or it understands that has the Common Stock financial ability to bear the substantial economic risks of an investment in the Company, (b) has adequate means of providing for its current needs and Preferred Stock other contingencies, (collectivelyc) is able to bear the substantial economic risks of an investment in the Company for an indefinite period of time, (d) has no need for liquidity in its investment in the "Scoop Stock"Company and (a) is able to be issued and delivered to him at Closing pursuant to this Agreement will not have been registered pursuant to afford a complete loss of its investment in the registration requirements of the Securities Act and that the resale of all shares of Scoop Stock is subject to Rule 145 of the rules and regulations thereunderCompany. Each Shareholder represents that he or it The Subscriber is acquiring the Scoop Stock Units to be purchased by it at the Closing for its the Subscriber’s own account, not as a nominee or agent, and in each case not with a view to or for resale or for sale in connection with any distribution of all or any part of such Shares or otherwise. The Subscriber understands that it must bear the distribution thereof economic risk of an investment in violation the Shares for an indefinite period of applicable securities laws. Each Shareholder has been advised that as of the date hereof he may be deemed to be an "affiliate" of Scooptime because, as that term is defined for purposes of paragraphs (c) and (d) of Rule 144 and 145 and each Shareholder represents that he or it has been advised that, as a resultamong other things, the Scoop Stock must be held indefinitely unless a offing and sale of the Scoop Stock is made in conformity with the volume and other limitations of Rule 145 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act. Each Shareholder further represents that he or it has been advised that since the Scoop Stock Shares has not been registered under the Securities ActAct or state securities or “blue sky” laws and, therefore, the Scoop Stock must Shares cannot be held indefinitely sold unless (i) the distribution of the Scoop Stock has been it is subsequently registered under the Securities Act, (ii) a sale Act and any applicable state securities and “blue sky” laws or unless an exemption wherefrom is available. The Subscriber also understands that sales or transfers of the Scoop Stock is made Shares are further restricted by state securities or “blue sky” laws. The Subscriber hereby agrees not to transfer or dispose of all or any part of the Shares except in conformity full compliance with the holding period, volume and other limitations requirements of Rule 144 promulgated by the Commission under the Securities ActAct and applicable state securities or “blue sky” laws. The Subscriber agrees that any certificate evidencing the Shares or any portion thereof may contain such legends evidencing the various legal and contractual restrictions upon the transferability thereof as the Company, or (iii) in acting upon the opinion advice of counsel reasonably acceptable to Scoopits counsel, some other exemption from registration is available with respect to any proposed sale, transfer or other disposition of the Scoop Stockmay determine.

Securities Act Representations. Stockholders (ai) Each Shareholder represents that he or it understands understand that the Common FLIR Stock and Preferred Stock (collectively, the "Scoop Stock") to be issued and delivered to him Stockholders at Closing pursuant to this Agreement has not been, and will not have been registered pursuant prior to the registration requirements of Closing be, registered under the Securities Act Act, or under any state or foreign securities laws (and that the resale of all shares of Scoop certificates evidencing such FLIR Stock shall be legended to reflect this), and is subject to Rule 145 of the rules being offered and regulations thereunder. Each Shareholder represents that he or it is sold in reliance upon federal, state and foreign exemptions for transactions not involving any public offering, (ii) are acquiring the Scoop such FLIR Stock solely for its their own account, not as a nominee or agentaccount for investment purposes, and not with a view to the distribution thereof in violation of applicable securities laws. Each Shareholder has been advised that as of the date hereof he may be deemed to be an "affiliate" of Scoop, as that term is defined for purposes of paragraphs (c) and (d) of Rule 144 and 145 and each Shareholder represents that he or it has been advised that, as a result, the Scoop Stock must be held indefinitely unless a sale of the Scoop Stock is made in conformity with the volume and other limitations of Rule 145 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act. Each Shareholder further represents that he or it has been advised that since the Scoop Stock has not been registered under the Securities Act, the Scoop Stock must be held indefinitely unless (i) the distribution of the Scoop Stock has been registered under the Securities Act, (iiiii) a sale are sophisticated investors with knowledge and experience in business and financial matters, (iv) have received certain information concerning FLIR and have had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding such FLIR Stock, (v) are able to bear the economic risk and lack of liquidity inherent in holding the FLIR Stock, and (vi) are each an Accredited Investor. FLIR has furnished to Stockholders copies of the Scoop Stock is made FLIR SEC Reports. The foregoing notwithstanding, nothing contained in conformity with the holding period, volume and other limitations of Rule 144 promulgated by the Commission under the Securities Act, or (iii) in the opinion of counsel reasonably acceptable to Scoop, some other exemption from registration is available this Section 4.22 shall limit Stockholders' rights with respect to any proposed salebreach by FLIR of any representation, transfer warranty or other disposition covenant by FLIR contained in this Agreement, or shall prevent Stockholders from enforcing such rights. 4.23 PROXY STATEMENT The information supplied by the Spectra Companies in writing specifically for inclusion in the proxy statement to be sent to the stockholders of FLIR in connection with the meeting of FLIR's stockholders (the "FLIR Stockholders' Meeting") to consider the issuance of shares of FLIR Stock pursuant to the Transaction (the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to stockholders of FLIR, at the time of the Scoop Stock.FLIR Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any 17

Securities Act Representations. FLIR (ai) Each Shareholder represents that he or it understands that the Common Target Stock has not been, and Preferred Stock (collectively, the "Scoop Stock") to be issued and delivered to him at Closing pursuant to this Agreement will not have been registered pursuant prior to the registration requirements of Closing be, registered under the Securities Act Act, or under any state or foreign securities laws (and that the resale of all shares of Scoop certificates representing the Target Stock may be legended to reflect this), and is subject to Rule 145 of the rules being offered and regulations thereunder. Each Shareholder represents that he or it sold in reliance upon federal, state and foreign exemptions for transactions not involving any public offering, (ii) is acquiring the Scoop Target Stock solely for its own account, not as a nominee or agentaccount for investment purposes, and not with a view to the distribution thereof in violation of applicable securities laws. Each Shareholder has been advised that as of the date hereof he may be deemed to be an "affiliate" of Scoop, as that term is defined for purposes of paragraphs (c) and (d) of Rule 144 and 145 and each Shareholder represents that he or it has been advised that, as a result, the Scoop Stock must be held indefinitely unless a sale of the Scoop Stock is made in conformity with the volume and other limitations of Rule 145 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act. Each Shareholder further represents that he or it has been advised that since the Scoop Stock has not been registered under the Securities Act, the Scoop Stock must be held indefinitely unless (i) the distribution of the Scoop Stock has been registered under the Securities Act, (ii) a sale of the Scoop Stock is made in conformity with the holding period, volume and other limitations of Rule 144 promulgated by the Commission under the Securities Act, or (iii) is a sophisticated investor with knowledge and experience in business and financial matters, (iv) has received certain information concerning the opinion XXXXX Companies and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Target Stock, (v) is able to bear the economic risk and lack of counsel reasonably acceptable to Scoopliquidity inherent in holding the Target Stock, some other exemption from registration and (vi) is available an Accredited Investor. The foregoing notwithstanding, nothing contained in this Section 5.19 shall limit FLIR's rights with respect to any proposed salebreach by the Spectra Companies of any representation, transfer warranty or other disposition covenant by the Spectra Companies contained in this Agreement, or shall prevent FLIR from enforcing such rights. 5.20 PROXY STATEMENT Other than the information supplied by the Spectra Companies in writing specifically for inclusion in the Proxy Statement, the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders of FLIR, at the time of the Scoop Stock.FLIR Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the FLIR Stockholders' Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the FLIR Companies or any of their Affiliates, officers or directors should be discovered by FLIR which should be set forth in a supplement to the Proxy Statement, FLIR shall promptly inform the Spectra Companies. 5.21 NO UNTRUE STATEMENT OR OMISSION No representation or warranty made by FLIR contained in this Agreement and no statement of FLIR and/or any Authorized Representative of FLIR contained in this Agreement or the FLIR Disclosure Schedule, contains (or will contain when made) any untrue statement of a material fact or omits (or will omit when made) to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were (or will be made), not misleading. ARTICLE 6 TAX MATTERS 6.1

Securities Act Representations. Seller (ai) Each Shareholder represents is an “accredited investor” as that he or it understands that the Common Stock and Preferred Stock (collectively, the "Scoop Stock"term is defined in Rule 501(a) to be issued and delivered to him at Closing pursuant to this Agreement will not have been registered pursuant to the registration requirements of promulgated under the Securities Act of 1933, as amended, (ii) has such knowledge and that experience of financial, business and investment matters as to be capable of evaluating the resale merits and risks of acquiring Parent’s common stock, (iii) has the ability to bear the economic risks of acquiring Parent’s common stock, (iv) was not organized or reorganized for the specific purpose of acquiring Parent’s common stock and (v) has been afforded the opportunity to ask questions of, and to receive answers from, Buyer and to obtain additional information, all shares as necessary for Seller to make an informed investment decision with respect to the acquisition of Scoop Stock is subject to Rule 145 of the rules and regulations thereunderParent’s common stock. Each Shareholder represents that he or it Seller is acquiring the Scoop Stock Parent’s common stock for investment for its own accountaccount or the account of Sxxxx, Seller’s sole stockholder, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Seller understands that the shares of Parent’s common stock to be acquired have not been, and except as provided herein will not be, registered under the Securities Act of 1933, as amended. Seller acknowledges that the availability of an exemption from the registration provisions of the Securities Act depends upon, among other things, the bona fide nature of the investment intent. Seller understands and acknowledges that certificates representing Parent’s common stock will bear a view legend with respect to the distribution thereof in violation of applicable fact that such shares may only be sold pursuant to a registration statement under the federal securities lawslaws or an exemption from registration thereunder. Each Shareholder has been advised Seller acknowledges that as of the date hereof he may be deemed to be an "affiliate" of Scoop, as that term is defined for purposes of paragraphs (c) and (d) of Rule 144 and 145 and each Shareholder represents that he or it has been advised that, as a result, the Scoop Stock Parent’s common stock must be held indefinitely unless a sale of the Scoop Stock is made in conformity with the volume and other limitations of Rule 145 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act. Each Shareholder further represents that he or it has been advised that since the Scoop Stock has not been subsequently registered under the Securities ActAct of 1933, the Scoop Stock must be held indefinitely as amended, or unless (i) the distribution an exemption from such registration is available. Seller is aware of the Scoop Stock has been registered under the Securities Act, (ii) a sale of the Scoop Stock is made in conformity with the holding period, volume and other limitations provisions of Rule 144 promulgated by the Commission under the Securities ActAct of 1933, or (iii) as amended, which permit limited resale of shares purchased in a private placement subject to the opinion satisfaction of counsel reasonably acceptable to Scoop, some other exemption from registration is available with respect to any proposed sale, transfer or other disposition of the Scoop Stockcertain conditions.

Securities Act Representations. (a) Each Shareholder CCR represents that he or it understands that the CWM Common Stock and Preferred Stock (collectively, the "Scoop Stock") to be issued and delivered to him it at Closing pursuant to this Agreement will not have been registered pursuant to the registration requirements of the Securities Act and that the resale of all shares of Scoop CWM Common Stock is subject to Rule 145 144 of the rules and regulations thereunderthereunder or registration under the Securities Act. Each Shareholder CCR represents that he or it is acquiring the Scoop CWM Common Stock for its own account, not as a nominee or agent, and not with a view to the distribution thereof in violation of applicable securities laws. Each Shareholder has been advised that as of the date hereof he may be deemed to be an "affiliate" of Scoop, as that term is defined for purposes of paragraphs (c) and (d) of Rule 144 and 145 and each Shareholder CCR further represents that he or it has been advised that, as a result, the Scoop Stock must be held indefinitely unless a sale of the Scoop Stock is made in conformity with the volume and other limitations of Rule 145 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act. Each Shareholder further represents that he or it has been advised understands that since the Scoop CWM Common Stock has not been registered under the Securities Act, the Scoop CWM Common Stock must be held indefinitely unless (iA) the distribution of the Scoop CWM Common Stock has been registered under the Securities Act, (iiB) a sale of the Scoop CWM Common Stock is made in conformity with the holding period, volume and other limitations of Rule 144 promulgated by the Commission SEC under the Securities Act, or (iiiC) in the opinion of counsel reasonably acceptable to ScoopCWM REIT, some other exemption from registration is available with respect to constituting the Share Consideration and that a legend setting forth the following restrictions on transfer will be set forth on the certificates for the CWM Common Stock issuable under Article 4, or any proposed salesubstitutions therefor: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE 'ACT'), transfer or other disposition of the Scoop StockAS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES EVIDENCED BY THIS CERTIFICATE NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF (i) REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR (ii) A VALID EXEMPTION THEREFROM."