Common use of Securities Law Representations Clause in Contracts

Securities Law Representations. (a) The Shareholders were granted access to the business premises, offices, properties, and business, corporate and financial books and records of Buyer. The Shareholders were permitted to examine the foregoing records, to question officers of Buyer, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of Buyer. Buyer furnished to the Shareholders all information regarding its business and affairs that the Shareholders requested, including, without limitation, (i) Buyer's annual report on Form 10-K for the year ended December 31, 1999, (ii) Buyer's Annual Report to Shareholders for the year ended December 31, 1999, (iii) the Proxy Statement for Buyer's 2000 Annual Meeting of Shareholders, and (iv) Buyer's quarterly reports on Form 10-Q for the three (3) months ended March 31, June 30, and September 30, 2000, respectively. (b) Each Shareholder recognizes that the Buyer Shares will, when issued, not be registered under the Securities Act of 1933, as amended (the "Securities Act") and will therefore, unless and until a registration statement with respect to the Buyers Shares is declared effective by the Securities and Exchange Commission (the "SEC"), constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the Securities Act under which means, among other things, that the Shareholders generally will not be able to sell the Buyer Shares for a period of at least one (1) year following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that the Shareholder must bear the economic risk of the investment in the Buyer Share for an indefinite period of time; further, if the Shareholder desires to sell or transfer all or any part of the Buyer Shares, Buyer may require the Shareholder's counsel to provide a legal opinion that the transfer may be made without registration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, the Shareholder is subject to the restriction on transfer described herein and Buyer will issue stop transfer orders with Buyer's transfer agent to enforce such restrictions; further, the Buyer Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their considerable knowledge and experience in financial and business matters, each of the Shareholders is able to evaluate the merits, risks, and other factors bearing on the suitability of the Buyer Shares as an investment. Each of the Shareholders, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act . (d) Each Shareholder's annual income and net worth are such that he or she would not now be, and does not contemplate being, required to dispose of any investment in the Buyer Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Buyer Shares for an indefinite period. (e) The Shareholder's acquisition of the Buyer Shares will be solely for his own account, as principal, for investment, and not with a view to, or for resale in connection with, any underwriting or distribution.

Securities Law Representations. (a) The Shareholders were granted access to the business premises, offices, properties, and business, corporate and financial books and records of Buyer. The Shareholders were permitted to examine the foregoing records, to question officers of Buyer, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of Buyer. Buyer furnished to the Shareholders all information regarding its business and affairs that the Shareholders requested, including, without limitation, (i) Buyer's annual report on Form 10-K for the year ended December 31, 1999, (ii) Buyer's Annual Report to Shareholders for the year ended December 31, 1999, ; (iii) the Proxy Statement for Buyer's 2000 Annual Meeting of Shareholders, and (ivii) Buyer's quarterly reports on Form 10-Q for the three (3) months month-periods ended March 31, 2000, June 30, 2000 and September 30, 2000, respectively; and (iii) the Proxy Statement for Buyer's 2000 Annual Meeting of Shareholders. (b) Each Shareholder recognizes that the Buyer Shares willrepresents for himself, when issued, and not be registered under the Securities Act of 1933, as amended (the "Securities Act") and will therefore, unless and until a registration statement with respect to the Buyers Shares is declared effective by the Securities and Exchange Commission (the "SEC"), constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the Securities Act under which means, among for any other thingsShareholder, that the Shareholders generally will not be able to sell the Buyer Shares for a period because of at least one (1) year following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that the Shareholder must bear the economic risk of the investment in the Buyer Share for an indefinite period of time; further, if the Shareholder desires to sell or transfer all or any part of the Buyer Shares, Buyer may require the Shareholder's counsel to provide a legal opinion that the transfer may be made without registration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, the Shareholder is subject to the restriction on transfer described herein and Buyer will issue stop transfer orders with Buyer's transfer agent to enforce such restrictions; further, the Buyer Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their his considerable knowledge and experience in financial and business matters, each of the Shareholders such Shareholder is able to evaluate the merits, risks, and other factors bearing on the suitability of the Buyer Shares as an investment. Each of the Shareholders, individually Such Shareholder (either himself or by virtue of through a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor," as defined under Rule 501(a) ), promulgated by the SEC under the Securities Act Act. (dc) Each Shareholder represents for himself, and not for any other Shareholder, that such Shareholder's annual income and net worth are such that he or she would not now be, and does not contemplate being, required to dispose of any investment in the Buyer Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Buyer Shares for an indefinite period. Each Shareholder recognizes that the Buyer Shares will not be registered under the Securities Act and will therefore constitute "restricted securities," which means, among other things, that the Shareholders generally will not be able to sell the Buyer Shares for a period of at least one (1) year following the Closing Date. (ed) The Each Shareholder represents for himself, and not for any other Shareholder, that Shareholder's acquisition of the Buyer Shares will be solely for his own account, as principal, for investment, and not with a view to, or for resale in connection with, any underwriting or distribution.

Securities Law Representations. (a) The Shareholders Members were granted access to the business premises, offices, properties, and business, corporate and financial books and records of BuyerBuyers. The Shareholders Members were permitted to examine the foregoing records, to question officers of BuyerBuyers, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of BuyerBuyers. Buyer Buyers furnished to the Shareholders Members all information regarding its business and affairs that the Shareholders Members requested, including, without limitation, (i) Buyer's annual report Annual Report on Form 10-K for the year ended December 31, 19992000, (ii) Amendment to Buyer's Annual Report to Shareholders on Form 10-K/A for the year ended December 31, 19992000, (iii) Buyer's Annual Report to Members for the year ended December 31, 2000, (iv) the Proxy Statement for Buyer's 2000 2001 Annual Meeting of ShareholdersMembers, (v) Buyer's Report on Form 8-K filed on January 18, 2001, (vii) Amendment to Buyer's Report on Form 8-K/A filed on March 20, 2001, (viii) Second Amendment to Buyer's Report on Form 8-K/A filed on March 23, 2001, and (ivix) Buyer's quarterly reports Quarterly Report on Form 10-Q for the three (3) months ended March 31, June 30, and September 30, 2000, respectively2001. (b) Each Shareholder Member recognizes that the Buyer Xxxxx & Xxxxx Shares will, when issued, not be registered under the Securities Act of 1933, as amended (the "Securities Act") and will therefore, unless and until a registration statement with respect to the Buyers Xxxxx & Xxxxx Shares is declared effective by the Securities and Exchange Commission (the "SEC"), constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the Securities Act under which means, among other things, that the Shareholders Members generally will not be able to sell the Buyer Xxxxx & Xxxxx Shares for a period of at least one (1) year following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that the Shareholder Member must bear the economic risk of the investment in the Buyer Xxxxx & Xxxxx Share for an indefinite period of time; further, if the Shareholder Member desires to sell or transfer all or any part of the Buyer Xxxxx & Xxxxx Shares, Buyer may require the ShareholderMember's counsel to provide a legal opinion that the transfer may be made without registration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, the Shareholder Member is subject to the restriction on transfer described herein and Buyer will issue stop transfer orders with Buyer's transfer agent to enforce such restrictions; further, the Buyer Xxxxx & Xxxxx Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their considerable knowledge and experience in financial and business matters, each of the Shareholders Members is able to evaluate the merits, risks, and other factors bearing on the suitability of the Buyer Xxxxx & Xxxxx Shares as an investment. Each of the ShareholdersMembers, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act Act. (d) Each ShareholderMember's annual income and net worth are such that he or she would not now be, and does not contemplate being, required to dispose of any investment in the Buyer Xxxxx & Xxxxx Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Buyer Xxxxx & Xxxxx Shares for an indefinite period. (e) The ShareholderEach Member's acquisition of the Buyer Xxxxx & Xxxxx Shares will be solely for his own account, as principal, for investment, and not with a view to, or for resale in connection with, any underwriting or distribution.

Securities Law Representations. (a) The Shareholders were granted access to the business premises, offices, properties, and business, corporate and financial books and records of BuyerBuyers. The Shareholders were permitted to examine the foregoing records, to question officers of BuyerBuyers, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of BuyerBuyers. Buyer Buyers furnished to the Shareholders all information regarding its business and affairs that the Shareholders requested, including, without limitation, (i) Buyer's annual report Annual Report on Form 10-K for the year ended December 31, 19992000, (ii) Amendment to Buyer's Annual Report on Form 10-K/A for the year ended December 31, 2000, (iii) Buyer's Annual Report to Shareholders for the year ended December 31, 19992000, (iiiiv) the Proxy Statement for Buyer's 2000 2001 Annual Meeting of Shareholders, and (ivv) Buyer's quarterly reports Report on Form 8-K filed on January 18, 2001, (vii) Amendment to Buyer's Report on Form 8-K/A filed on March 20, 2001, (viii) Second Amendment to Buyer's Report on Form 8-K/A filed on March 23, 2001, and (ix) Buyer's Quarterly Report on Form 10-Q for the three (3) months ended March 31, June 30, and September 30, 2000, respectively2001. (b) Each Shareholder recognizes that the Buyer Xxxxx & Xxxxx Shares will, when issued, not be registered under the Securities Act of 1933, as amended (the "Securities Act") and will therefore, unless and until a registration statement with respect to the Buyers Xxxxx & Xxxxx Shares is declared effective by the Securities and Exchange Commission (the "SEC"), constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the Securities Act under which means, among other things, that the Shareholders generally will not be able to sell the Buyer Xxxxx & Xxxxx Shares for a period of at least one (1) year following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that the Shareholder must bear the economic risk of the investment in the Buyer Xxxxx & Xxxxx Share for an indefinite period of time; further, if the Shareholder desires to sell or transfer all or any part of the Buyer Xxxxx & Xxxxx Shares, Buyer may require the Shareholder's counsel to provide a legal opinion that the transfer may be made without registration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, the Shareholder is subject to the restriction on transfer described herein and Buyer will issue stop transfer orders with Buyer's transfer agent to enforce such restrictions; further, the Buyer Xxxxx & Xxxxx Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their considerable knowledge and experience in financial and business matters, each of the Shareholders is able to evaluate the merits, risks, and other factors bearing on the suitability of the Buyer Xxxxx & Xxxxx Shares as an investment. Each of the Shareholders, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act Act. (d) Each Shareholder's annual income and net worth are such that he or she would not now be, and does not contemplate being, required to dispose of any investment in the Buyer Xxxxx & Xxxxx Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Buyer Xxxxx & Xxxxx Shares for an indefinite period. (e) The Each Shareholder's acquisition of the Buyer Xxxxx & Xxxxx Shares will be solely for his own account, as principal, for investment, and not with a view to, or for resale in connection with, any underwriting or distribution.

Securities Law Representations. (a) The Shareholders were granted access Xxxxxxx has had an opportunity to ask questions and receive answers from Buyer and the persons involved in organizing, establishing and managing the business premisesand affairs of Buyer regarding the terms and conditions of Xxxxxxx'x acquisition of the Buyer Shares and regarding the proposed business, offices, propertiesfinancial affairs, and business, corporate and financial books and records of Buyer. The Shareholders were permitted to examine the foregoing records, to question officers other aspects of Buyer, and has further had the opportunity to make obtain all information (to the extent the Buyer possesses or can acquire such other investigations as they considered appropriate information without unreasonable effort or expense) that Xxxxxxx deems necessary to determine or evaluate his investment in the Buyer Shares and to verify the business accuracy of information otherwise provided to him. Xxxxxxx has received and financial condition of Buyer. Buyer furnished to the Shareholders reviewed all information regarding its business that he considers necessary or appropriate for deciding whether to acquire and affairs that commit to acquire the Shareholders requested, Buyer Shares including, without limitation, (i) Buyer's annual report on Form 10-K for the year ended December 31, 1999, (ii) Buyer's Annual Report to Shareholders for the year ended December 31, 1999, (iii) the Proxy Statement for Buyer's 2000 Annual Meeting of Shareholders, and (iv) Buyer's quarterly reports on Form 10-Q for the three (3) months ended March 31, June 30, and September 30, 2000, respectively, (iii) Buyer's Annual Report to Shareholders for the year ended December 31, 1999, and (iv) the Proxy Statement for Buyer's 2000 Annual Meeting of Shareholders. (b) Each Shareholder Xxxxxxx recognizes that the Buyer Shares willwill not, when issuedas of the Closing, not be registered under the Securities Act of 1933, as amended (the "Securities Act") and will therefore, unless and until a registration statement successfully registered with respect to the Buyers Shares is declared effective by the Securities and Exchange Commission (the "SEC")) for resale under the Securities Act, constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the Securities Act under which means, among other things, that the Shareholders Xxxxxxx generally will not be able to sell the Buyer Shares for a period of at least one (1) year following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that the Shareholder Xxxxxxx must bear the economic risk of the investment in the Buyer Share for an indefinite period of time; further, if the Shareholder Xxxxxxx desires to sell or transfer all or any part of the Buyer Shares, Buyer may require the Shareholder's Xxxxxxx'x counsel to provide a legal opinion that the transfer may be made without registration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, the Shareholder Xxxxxxx is subject to the restriction on transfer described herein and Buyer will issue stop transfer orders with Buyer's transfer agent to enforce such restrictions; further, the Buyer Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their his considerable knowledge and experience in financial and business matters, each of the Shareholders Xxxxxxx is able to evaluate the merits, risks, and other factors bearing on the suitability of the Buyer Shares as an investment. Each of the ShareholdersXxxxxxx, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act Act. (d) Each Shareholder's Xxxxxxx'x annual income and net worth are such that he or she would not now be, and does not contemplate being, required to dispose of any investment in the Buyer Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Buyer Shares for an indefinite period. (e) The Shareholder's Xxxxxxx'x acquisition of the Buyer Shares will be solely for his own account, as principal, for investment, and not with a view to, or for resale in connection with, any underwriting or distribution.

Securities Law Representations. (a) The Shareholders were granted access to the business premises, offices, properties, and business, corporate and financial books and records of Buyer. The Shareholders were permitted to examine the foregoing records, to question officers of Buyer, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of Buyer. Buyer furnished to the Shareholders all information regarding its business and affairs that the Shareholders requested, including, without limitation, (i) Buyer's annual report on Form 10-K for the year ended December 31, 19992000, (ii) Buyer's Annual Report to Shareholders for the year ended December 31, 1999, 2000 and (iii) the Proxy Statement for Buyer's 2000 2001 Annual Meeting of Shareholders, and (iv) Buyer's quarterly reports on Form 10-Q for the three (3) months ended March 31, June 30, and September 30, 2000, respectively. (b) Each The Shareholder recognizes that the Buyer Shares will, when issued, will not be registered under the Securities Act of 1933, as amended (the "Securities Act") and will therefore, unless and until a registration statement with respect to the Buyers Shares is declared effective by the Securities and Exchange Commission (the "SEC"), therefore constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the Securities Act under which means, among other things, that the Shareholders generally will not be able to sell the Buyer Shares for a period of at least one (1) year following the Closing Date, and the Buyer Shares may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act, as such, by way of illustration but without limitation, in compliance with the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that the Shareholder must bear the economic risk of the investment in the Buyer Share Shares for an indefinite period of time; further, if the Shareholder desires to sell or transfer all or any part of the Buyer Shares, Buyer may require the Shareholder's counsel to provide a legal opinion that the transfer may be made without registration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, the Shareholder is subject to the restriction on transfer described herein and Buyer will issue stop transfer orders with Buyer's transfer agent to enforce such restrictions; further, the Buyer Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their considerable knowledge and experience in financial and business matters, each of the Shareholders is able to evaluate the merits, risks, and other factors bearing on the suitability of the Buyer Shares as an investment. Each of the Shareholders, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act Act. (d) Each Shareholder's annual income and net worth are such that he or she would not now be, and does not contemplate being, required to dispose of any investment in the Buyer Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Buyer Shares for an indefinite period. (e) The Shareholder's acquisition of the Buyer Shares will be solely for his own account, as principal, for investment, and not with a view to, or for resale in connection with, any underwriting or distribution.

Securities Law Representations. (a) The Shareholders were granted access to the business premises, offices, properties, and business, corporate and financial books and records of Buyer. The Shareholders were permitted to examine the foregoing records, to question officers of Buyer, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of Buyer. Buyer Buyers furnished to the Shareholders all information regarding its business and affairs that the Shareholders requested, including, without limitation, (i) Buyer's annual report Annual Report on Form 10-K for the year ended December 31, 19992000, (ii) Amendment to Buyer's Annual Report on Form 10-K/A for the year ended December 31, 2000, (iii) Buyer's Annual Report to Shareholders for the year ended December 31, 19992000, (iiiiv) the Proxy Statement for Buyer's 2000 2001 Annual Meeting of Shareholders, and (ivv) Buyer's quarterly reports Report on Form 8-K filed on January 18, 2001, (vii) Amendment to Buyer's Report on Form 8-K/A filed on March 20, 2001, (viii) Second Amendment to Buyer's Report on Form 8-K/A filed on March 23, 2001, and (ix) Buyer's Quarterly Report on Form 10-Q for the three (3) months ended March 31, June 30, and September 30, 2000, respectively2001. (b) Each Shareholder recognizes The Shareholders recognize that the Buyer Shares willwill not, when issued, not be registered under the Securities Act of 1933, as amended (the "Securities Act") and will therefore, unless and until a registration statement with respect regard to the Buyers Shares such Buyer shares is declared effective by the Securities and Exchange Commission (the "SEC")Commission, constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the Securities Act under which means, among other things, that the Shareholders generally will not be able to sell the Buyer Shares for a period of at least one (1) year following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that the Shareholder Shareholders must bear the economic risk of the investment in the Buyer Share for an indefinite period of time; further, if the either Shareholder desires to sell or transfer all or any part of the Buyer Shares, Buyer may require the such Shareholder's counsel to provide a legal opinion that the transfer may be made without registration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, the Shareholder is Shareholders are subject to the restriction on transfer described herein and Buyer will issue stop transfer orders with Buyer's transfer agent to enforce such restrictions; further, the Buyer Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their considerable knowledge and experience in financial and business matters, each of the Shareholders is able to evaluate the merits, risks, and other factors bearing on the suitability of the Buyer Shares as an investment. Each of the Shareholders, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act Act. (d) Each Shareholder's annual income and net worth are such that he or she would not now be, and does not contemplate being, required to dispose of any investment in the Buyer Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Buyer Shares for an indefinite period. (e) The Each Shareholder's acquisition of the Buyer Shares will be solely for his own account, as principal, for investment, and not with a view to, or for resale in connection with, any underwriting or distribution.

Securities Law Representations. (a) The Shareholders were Shareholder was granted access to the business premises, offices, properties, and business, corporate and financial books and records of Buyer. The Shareholders were Shareholder was permitted to examine the foregoing records, to question officers of Buyer, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of Buyer. Buyer Buyers furnished to the Shareholders Shareholder all information regarding its business and affairs that the Shareholders Shareholder requested, including, without limitation, (i) Buyer's annual report Annual Report on Form 10-K for the year ended December 31, 19992000, (ii) Amendment to Buyer's Annual Report on Form 10-K/A for the year ended December 31, 2000, (iii) Buyer's Annual Report to Shareholders for the year ended December 31, 19992000, (iiiiv) the Proxy Statement for Buyer's 2000 2001 Annual Meeting of Shareholders, and (ivv) Buyer's quarterly reports Report on Form 8-K filed on January 18, 2001, (vii) Amendment to Buyer's Report on Form 8-K/A filed on March 20, 2001, (viii) Second Amendment to Buyer's Report on Form 8-K/A filed on March 23, 2001, and (ix) Buyer's Quarterly Report on Form 10-Q for the three (3) months ended March 31, June 30, and September 30, 2000, respectively2001. (b) Each The Shareholder recognizes that the Buyer Shares will, will not when issued, not be registered under the Securities Act of 1933, as amended (the "Securities Act") and will therefore, unless and until a registration statement with respect regard to the Buyers Shares such Buyer shares is declared effective by the Securities and Exchange Commission (the "SEC")Commission, constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the Securities Act under which means, among other things, that the Shareholders Shareholder generally will not be able to sell the Buyer Shares for a period of at least one (1) year following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that the Shareholder must bear the economic risk of the investment in the Buyer Share for an indefinite period of time; further, if the Shareholder desires to sell or transfer all or any part of the Buyer Shares, Buyer may require the such Shareholder's counsel to provide a legal opinion that the transfer may be made without registration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, the Shareholder is subject to the restriction on transfer described herein and Buyer will issue stop transfer orders with Buyer's transfer agent to enforce such restrictions; further, the Buyer Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their considerable knowledge and experience in financial and business matters, each of the Shareholders Shareholder is able to evaluate the merits, risks, and other factors bearing on the suitability of the Buyer Shares as an investment. Each of the ShareholdersThe Shareholder, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act Act. (d) Each Shareholder's annual income and net worth are such that he or she would not now be, and does not contemplate being, required to dispose of any investment in the Buyer Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Buyer Shares for an indefinite period. (e) The Shareholder's acquisition of the Buyer Shares will be solely for his own account, as principal, for investment, and not with a view to, or for resale in connection with, any underwriting or distribution.

Securities Law Representations. (a) The Shareholders were granted access Norshipco has had an opportunity to ask questions and receive answers from Buyer and the persons involved in organizing, establishing and managing the business premisesand affairs of Buyer regarding the terms and conditions of Norshipco's acquisition of the Buyer Shares and regarding the proposed business, offices, propertiesfinancial affairs, and business, corporate and financial books and records of Buyer. The Shareholders were permitted to examine the foregoing records, to question officers other aspects of Buyer, and has further had the opportunity to make obtain all information (to the extent the Buyer possesses or can acquire such other investigations as they considered appropriate information without unreasonable effort or expense) that Norshipco deems necessary to determine or evaluate its investment in the Buyer Shares and to verify the business accuracy of information otherwise provided to it. Norshipco has received and financial condition of Buyer. Buyer furnished to the Shareholders reviewed all information regarding its business that it considers necessary or appropriate for deciding whether to acquire and affairs that commit to acquire the Shareholders requested, Buyer Shares including, without limitation, (i) Buyer's annual report on Form 10-K for the year ended December 31, 1999, (ii) Buyer's Annual Report to Shareholders for the year ended December 31, 1999, (iii) the Proxy Statement for Buyer's 2000 Annual Meeting of Shareholders, and (iv) Buyer's quarterly reports on Form 10-Q for the three (3) months ended March 31, June 30, and September 30, 2000, respectively, (iii) Buyer's Annual Report to Shareholders for the year ended December 31, 1999, and (iv) the Proxy Statement for Buyer's 2000 Annual Meeting of Shareholders. (b) Each Shareholder Norshipco recognizes that the Buyer Shares willwill not, when issuedas of the Closing, not be registered under the Securities Act of 1933, as amended (the "Securities Act") and will therefore, unless and until a registration statement successfully registered with respect to the Buyers Shares is declared effective by the Securities and Exchange Commission (the "SEC")) for resale under the Securities Act, constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the Securities Act under which means, among other things, that the Shareholders Norshipco generally will not be able to sell the Buyer Shares for a period of at least one (1) year following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that the Shareholder Norshipco must bear the economic risk of the investment in the Buyer Share for an indefinite period of time; further, if the Shareholder Norshipco desires to sell or transfer all or any part of the Buyer Shares, Buyer may require the ShareholderNorshipco's counsel to provide a legal opinion that the transfer may be made without registration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, the Shareholder Norshipco is subject to the restriction on transfer described herein and Buyer will issue stop transfer orders with Buyer's transfer agent to enforce such restrictions; further, the Buyer Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their its considerable knowledge and experience in financial and business matters, each of the Shareholders Norshipco is able to evaluate the merits, risks, and other factors bearing on the suitability of the Buyer Shares as an investment. Each of the Shareholders, individually or by virtue of Norshipco is a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), corporation which qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act Act. (d) Each Shareholder's annual income and net worth are such that he or she would not now be, and does not contemplate being, required to dispose of any investment in the Buyer Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Buyer Shares for an indefinite period. (e) The ShareholderNorshipco's acquisition of the Buyer Shares will be solely for his its own account, as principal, for investment, and not with a view to, or for resale in connection with, any underwriting or distribution.

Securities Law Representations. Each Equityholder who will acquire any shares of Parent Common Stock hereunder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Shareholders were granted access Equityholder is acquiring shares of Parent Common Stock to be received in the Merger (collectively, the “Securities”) for investment for the Equityholder’s own account, not as a nominee or agent and not with a view to the business premises, offices, propertiesresale or distribution of any part thereof, and businessthe Equityholder has no present intention of selling, corporate and financial books and records of Buyer. granting any participation in, or otherwise distributing the same. (b) The Shareholders were permitted to examine the foregoing records, to question officers of Buyer, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of Buyer. Buyer furnished to the Shareholders all information regarding its business and affairs that the Shareholders requested, including, without limitation, Equityholder has reviewed copies of: (i) Buyer's annual report Parent’s Annual Reports on Form 10-K for the year fiscal years ended December 31, 19992019 and December 31, 2020; (ii) Buyer's Annual Report to Shareholders for the year ended December 31, 1999, (iii) the Proxy Statement for Buyer's 2000 Annual Meeting of Shareholders, and (iv) Buyer's quarterly reports Parent’s Quarterly Reports on Form 10-Q for the three (3) months fiscal quarters ended June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, and September 30, 20002020; and (iii) Parent’s Current Reports on Form 8-K filed with the SEC since September 30, respectively2019. The Equityholder has received all the information it considers necessary or appropriate for deciding whether to obtain the Securities as consideration in the transactions contemplated by this Agreement. (bc) Each Shareholder recognizes The Equityholder acknowledges that he or she is able to fend for himself or herself, can bear the economic risk of owning the Securities, and has such knowledge and experience in financial or business matters that he or she is capable of evaluating the merits and risks of owning shares of Parent Common Stock. The Equityholder acknowledges that his or her ownership of the Securities involves a high degree of risk and that the Buyer Equityholder is able, without impairing his or her financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of his or her investment. (d) The Equityholder is either (i) not a “U.S. Person” within the meaning of Rule 902 of Regulation S and is outside of the United States when receiving and executing this Agreement, or (ii) an “accredited investor” within the meaning of Rule 501 of the Securities Act, as presently in effect; and except as set forth in Section 3.31(d) of the Disclosure Schedules, after the date of this Agreement, each Equityholder has provided and the Company has received written representations from each Equityholder that such Equityholder is either (i) not a “U.S. Person” pursuant to Section 3.31(d)(i), or (ii) is an accredited “investor pursuant” to Section 3.31(d)(ii). Each Equityholder acknowledges and agrees that Parent may, in its absolute and sole discretion, deem any Equityholder to be an Ineligible Person. With respect to any Equityholder listed in Section 3.31(d) of the Disclosure Schedules, the Company shall also include each such Equityholder’s full legal name and address, Closing Percentage of the Parent Merger Shares willand Earnout Percentage of any Additional Payments. (e) The Equityholder understands that if the Securities are characterized as “restricted securities” under the federal securities laws because they are acquired from Parent in a transaction not involving a public offering, when issuedthen under such laws and applicable regulations the Securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Equityholder is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. THE EQUITYHOLDER UNDERSTANDS AND ACKNOWLEDGES HEREIN THAT AN INVESTMENT IN THE SECURITIES INVOLVES AN EXTREMELY HIGH DEGREE OF RISK AND MAY RESULT IN A COMPLETE LOSS OF HIS OR HER INVESTMENT. The Equityholder understands that as of the date of this Agreement the Securities have not been and, except as provided below in Section 5.11, the Securities will not be registered under the Securities Act of 1933nor registered or qualified in any state in which they are offered, as amended (and thus the "Securities Act") and will therefore, unless and until a registration statement with respect to the Buyers Shares is declared effective by the Securities and Exchange Commission (the "SEC"), constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the Securities Act under which means, among other things, that the Shareholders generally Equityholder will not be able to resell or otherwise transfer the Securities unless they are registered under the Securities Act and registered or qualified under applicable state securities laws, or an exemption from such registration or qualification is available. The Equityholder has no immediate need for liquidity in connection with this investment, and does not anticipate that the Equityholder will be required to sell the Buyer Shares for a Securities in the foreseeable future. (f) Except as provided below in Section 5.11, the Securities will not be registered under the Securities Act and have not been and will not be registered or qualified in any state in which they are offered, and thus during the one-year period of at least one (1) year immediately following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; furtherEffective Time, the legal consequences Equityholder agrees not to: (i) directly or indirectly, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a “Disposition”), any of the foregoing mean that the Shareholder must bear the economic risk Securities, or any securities convertible into or exercisable or exchangeable for any of the investment Securities; or (ii) engage in any hedging or other transaction that is designed to or could reasonably be expected to lead to or result in a Disposition of the Buyer Share Securities, or any securities convertible into or exercisable or exchangeable for an indefinite period the Securities, or any other derivative security transaction the purpose or effect of time; further, if the Shareholder desires which is to sell hedge or transfer to a third party all or any part of the Buyer Sharesrisk of loss associated with the ownership of the Securities. Such prohibited hedging or other transactions include, Buyer may without limitation, effecting any short sale or equity swap transaction or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to the Securities, or any securities convertible into or exercisable or exchangeable for the Securities. Without in any way limiting the foregoing, the Equityholder further agrees not to make any Disposition of all or any portion of the Securities unless and until: i. There is then in effect a registration statement under the Securities Act covering such proposed Disposition and such Disposition is made in accordance with such registration statement; or ii. The Equityholder shall have notified Parent of the proposed Disposition and shall have furnished Parent with a detailed statement of the circumstances surrounding the proposed Disposition and (b) upon request by Parent, shall have furnished to Parent an opinion of counsel in form and substance satisfactory to Parent that such Disposition will not require the Shareholder's counsel to provide a legal opinion that the transfer may be made without registration of such shares under the Securities Act; further, other restrictions discussed elsewhere herein . (g) The Equityholder understands that the book entry evidencing the Securities may be applicable; further, the Shareholder is subject to the restriction on transfer described herein and Buyer will issue stop transfer orders with Buyer's transfer agent to enforce such restrictions; further, the Buyer Shares will bear a legend restricting transfer; and further, one or all of the following paragraph, legends or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the samesimilar legends: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK THEY MAY NOT BE SOLD, TRANSFERREDOFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT COVERING THE SAME UNDER IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED.” “THESE SECURITIES MAY BE OFFERED ONLY OUTSIDE OF THE UNITED STATES TO NON-U.S. PERSONS, PURSUANT TO THE PROVISIONS OF REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR ANY SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE SECURITIES LAWSEXEMPTION FROM THE REGISTRATION REQUIREMENTS.” Any other legend required by the bylaws of Parent or by law, including, without limitation, applicable state securities laws. (ch) Because of their considerable knowledge The Equityholder understands that the representations, warranties, covenants and experience acknowledgements set forth in financial this Section 3.31 constitute a material inducement to Parent and business matters, each of the Shareholders is able Merger Sub to evaluate the merits, risks, and other factors bearing on the suitability of the Buyer Shares as an investment. Each of the Shareholders, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act enter into this Agreement. (di) Each Shareholder's annual income and net worth are such The Equityholder acknowledges that he or she would is not now be, and does not contemplate being, required relying upon any other Person in making his or her investment or decision to dispose of any investment in acquire the Buyer Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Buyer Shares for an indefinite periodSecurities. (e) The Shareholder's acquisition of the Buyer Shares will be solely for his own account, as principal, for investment, and not with a view to, or for resale in connection with, any underwriting or distribution.

Securities Law Representations. (a) The Shareholders were granted access to the business premises, offices, properties, and business, corporate and financial books and records of BuyerBuyers. The Shareholders were permitted to examine the foregoing records, to question officers of BuyerBuyers, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of BuyerBuyers. Buyer Buyers furnished to the Shareholders all information regarding its business and affairs that the Shareholders requested, including, without limitation, (i) Buyer's annual report Annual Report on Form 10-K for the year ended December 31, 19992000, (ii) Amendment to Buyer's Annual Report on Form 10-K/A for the year ended December 31, 2000, (iii) Buyer's Annual Report to Shareholders for the year ended December 31, 19992000, (iiiiv) the Proxy Statement for Buyer's 2000 2001 Annual Meeting of Shareholders, and (ivv) Buyer's quarterly reports Report on Form 8-K filed on January 18, 2001, (vii) Amendment to Buyer's Report on Form 8-K/A filed on March 20, 2001, (viii) Second Amendment to Buyer's Report on Form 8-K/A filed on March 23, 2001, and (ix) Buyer's Quarterly Report on Form 10-Q for the three (3) months ended March 31, June 30, and September 30, 2000, respectively2001. (b) Each Shareholder recognizes that the Buyer Xxxxx & Xxxxx Shares will, when issued, not be registered under the Securities Act of 1933, as amended (the "Securities Act") and will therefore, unless and until a registration statement with respect to the Buyers Xxxxx & Xxxxx Shares is declared effective by the Securities and Exchange Commission (the "SEC"), constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the Securities Act under which means, among other things, that the Shareholders generally will not be able to sell the Buyer Xxxxx & Xxxxx Shares for a period of at least one (1) year following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that the Shareholder must bear the economic risk of the investment in the Buyer Xxxxx & Xxxxx Share for an indefinite period of time; further, if the Shareholder desires to sell or transfer all or any part of the Buyer Xxxxx & Xxxxx Shares, Buyer may require the Shareholder's counsel to provide a legal opinion that the transfer may be made without registration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, the Shareholder is subject to the restriction on transfer described herein and Buyer will issue stop transfer orders with Buyer's transfer agent to enforce such restrictions; further, the Buyer Xxxxx & Xxxxx Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their considerable knowledge and experience in financial and business matters, each of the Shareholders is able to evaluate the merits, risks, and other factors bearing on the suitability of the Buyer Xxxxx & Xxxxx Shares as an investment. Each of the Shareholders, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act Act. (d) Each Shareholder's annual income and net worth are such that he or she would not now be, and does not contemplate being, required to dispose of any investment in the Buyer Xxxxx & Xxxxx Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Buyer Xxxxx & Xxxxx Shares for an indefinite period. (e) The Shareholder's acquisition of the Buyer Xxxxx & Xxxxx Shares will be solely for his own account, as principal, for investment, and not with a view to, or for resale in connection with, any underwriting or distribution.

Securities Law Representations. (a) The Shareholders were granted access to Buyer is an "accredited investor" as such term is defined in Regulation D promulgated under the business premises, offices, properties, and business, corporate and financial books and records of Buyer. The Shareholders were permitted to examine the foregoing records, to question officers of Buyer, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of BuyerSecurities Act. Buyer furnished to the Shareholders all information regarding its business and affairs that the Shareholders requested, including, without limitation, has received a copy of (i) Buyerthe Company's annual report Annual Report on Form 10-K for the year ended December 31, 1999, 1997 and (ii) Buyer's Annual Report to Shareholders for the year ended December 31, 1999, (iii) the Proxy Statement for Buyer's 2000 Annual Meeting of Shareholders, and (iv) Buyer's quarterly reports Quarterly Reports on Form 10-Q for the three (3) months quarters ended March 31, 1998, June 30, 1998 and September 30, 20001998 (collectively, respectivelythe "SEC Reports"). (b) Each Shareholder recognizes Buyer (i) has been provided the opportunity to ask questions of and receive answers from the Company and Sellers, or their respective representatives, concerning the operations, business and financial condition of the Company, and all such questions have been answered to Buyers full satisfaction and any information necessary to verify such responses has been made available to Buyer; (ii) confirms that Buyer has carefully read and understands the SEC Reports and is relying on the accuracy and completeness of the SEC Reports without independent certification thereof; (iii) confirms that the Common Shares have not been offered to him by any means of general solicitation or general advertising; (iv) has such knowledge and experience in financial and business matters that Buyer is capable of evaluating the merits and risks of an investment in the Common Shares; (v) is acquiring the Common Shares willfor its own account, when issuedfor investment purposes only, and not with a view towards the sale or other distribution thereof, in whole or in part; and (vi) understands that there are restrictions on the transferability of the Common Shares. (c) Buyer agrees with the Company and Sellers that the Common Shares will not be registered sold or otherwise disposed of except pursuant to (i) an exemption or exclusion from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), which does not require the filing by the Company with the Commission of any registration statement, offering circular or other document, in which case Buyer shall first supply to the Company an opinion of counsel (which opinion and counsel shall be reasonably satisfactory to the Company) and will thereforethat such exemption or exclusion is available, unless and until (iii) a registration statement with respect to the Buyers Shares is declared effective filed by the Securities and Exchange Commission (the "SEC"), constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the Securities Act under which means, among other things, that the Shareholders generally will not be able to sell the Buyer Shares for a period of at least one (1) year following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance Company with the Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that the Shareholder must bear the economic risk of the investment in the Buyer Share for an indefinite period of time; further, if the Shareholder desires to sell or transfer all or any part of the Buyer Shares, Buyer may require the Shareholder's counsel to provide a legal opinion that the transfer may be made without registration Commission under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, . (d) Buyer agrees that the Shareholder is subject to certificates for the restriction on transfer described herein and Buyer will issue stop transfer orders with Buyer's transfer agent to enforce such restrictions; further, the Buyer Common Shares will shall bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the samelegend: THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ACT; (ii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF PROVIDED THAT AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, HAS BEEN GIVEN BY COUNSEL SATISFACTORY TO THE COMPANY ISSUER TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED; or (iii) IN ACCORDANCE WITH THE SECURITIES ACT TERMS OF 1933THE TAYLXX XXXITAL GROUP, AS AMENDEDINC., OR ANY APPLICABLE SECURITIES LAWSPROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN. (c) Because of their considerable knowledge and experience in financial and business matters, each of the Shareholders is able to evaluate the merits, risks, and other factors bearing on the suitability of the Buyer Shares as an investment. Each of the Shareholders, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act . (d) Each Shareholder's annual income and net worth are such that he or she would not now be, and does not contemplate being, required to dispose of any investment in the Buyer Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Buyer Shares for an indefinite period. (e) The Shareholder's acquisition of the Buyer Shares will be solely for his own account, as principal, for investment, and not with a view to, or for resale in connection with, any underwriting or distribution.

Securities Law Representations. (a) The Shareholders were granted access to Buyer is an "accredited investor" as such term is defined in Regulation D promulgated under the business premises, offices, properties, and business, corporate and financial books and records of Buyer. The Shareholders were permitted to examine the foregoing records, to question officers of Buyer, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of BuyerSecurities Act. Buyer furnished to the Shareholders all information regarding its business and affairs that the Shareholders requested, including, without limitation, has received a copy of (i) Buyerthe Company's annual report Annual Report on Form 10-K for the year ended December 31, 1999, 1997 and (ii) Buyer's Annual Report to Shareholders for the year ended December 31, 1999, (iii) the Proxy Statement for Buyer's 2000 Annual Meeting of Shareholders, and (iv) Buyer's quarterly reports Quarterly Reports on Form 10-Q for the three (3) months quarters ended March 31, 1998, June 30, 1998 and September 30, 20001998 (collectively, respectivelythe "SEC Reports"). (b) Each Shareholder recognizes Buyer (i) has been provided the opportunity to ask questions of and receive answers from the Company and Sellers, or their respective representatives, concerning the operations, business and financial condition of the Company, and all such questions have been answered to Buyers full satisfaction and any information necessary to verify such responses has been made available to Buyer; (ii) confirms that Buyer has carefully read and understands the SEC Reports and is relying on the accuracy and completeness of the SEC Reports without independent certification thereof; (iii) confirms that the Common Shares have not been offered to him by any means of general solicitation or general advertising; (iv) has such knowledge and experience in financial and business matters that Buyer is capable of evaluating the merits and risks of an investment in the Common Shares; (v) is acquiring the Common Shares willfor its own account, when issuedfor investment purposes only, and not with a view towards the sale or other distribution thereof, in whole or in part; and (vi) understands that there are restrictions on the transferability of the Common Shares. (c) Buyer agrees with the Company and Sellers that the Common Shares will not be registered sold or otherwise disposed of except pursuant to (i) an exemption or exclusion from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), which does not require the filing by the Company with the Commission of any registration statement, offering circular or other document, in which case Buyer shall first supply to the Company an opinion of counsel (which opinion and counsel shall be reasonably satisfactory to the Company) and will thereforethat such exemption or exclusion is available, unless and until (iii) a registration statement with respect to the Buyers Shares is declared effective filed by the Securities and Exchange Commission (the "SEC"), constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the Securities Act under which means, among other things, that the Shareholders generally will not be able to sell the Buyer Shares for a period of at least one (1) year following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance Company with the Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that the Shareholder must bear the economic risk of the investment in the Buyer Share for an indefinite period of time; further, if the Shareholder desires to sell or transfer all or any part of the Buyer Shares, Buyer may require the Shareholder's counsel to provide a legal opinion that the transfer may be made without registration Commission under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, . (d) Buyer agrees that the Shareholder is subject to certificates for the restriction on transfer described herein and Buyer will issue stop transfer orders with Buyer's transfer agent to enforce such restrictions; further, the Buyer Common Shares will shall bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the samelegend: THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ACT; (ii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF PROVIDED THAT AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, HAS BEEN GIVEN BY COUNSEL SATISFACTORY TO THE COMPANY ISSUER TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED; or (iii) IN ACCORDANCE WITH THE SECURITIES ACT TERMS OF 1933THE TAYLOR CAPITAL GROUP, AS AMENDEDINC., OR ANY APPLICABLE SECURITIES LAWSPROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN. (c) Because of their considerable knowledge and experience in financial and business matters, each of the Shareholders is able to evaluate the merits, risks, and other factors bearing on the suitability of the Buyer Shares as an investment. Each of the Shareholders, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act . (d) Each Shareholder's annual income and net worth are such that he or she would not now be, and does not contemplate being, required to dispose of any investment in the Buyer Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Buyer Shares for an indefinite period. (e) The Shareholder's acquisition of the Buyer Shares will be solely for his own account, as principal, for investment, and not with a view to, or for resale in connection with, any underwriting or distribution.