Common use of Shareholder's Representations Clause in Contracts

Shareholder's Representations. (a) Each of the Shareholders has full legal right, power and authority to sell, transfer, assign and deliver his or her Shares to Purchaser at Closing and delivery of the Shares at Closing will transfer to Purchaser valid legal and beneficial ownership thereof free and clear of all claims, security interests, liens, charges and encumbrances of any kind or nature whatsoever (collectively, "Encumbrances"). (b) Each of the Shareholders, prior to execution of this Agreement, became familiar with the material business and financial affairs of Purchaser and its subsidiaries (if any) and was given access to such information regarding such business and financial affairs as the Shareholders deemed necessary to enable them to make an informed investment decision with respect to the Purchaser Shares to be issued in connection with this Agreement. In particular, the Shareholders received the following documents and information and had sufficient time to review and consider such documents and information: Purchaser's most recently issued annual report to shareholders; Purchaser's proxy statement for the most recent annual meeting of its shareholders; Purchaser's Form 10-KSB most recently required to be filed with the Securities and Exchange Commission; Purchaser's Form 10-QSB's required to be filed with the Securities and Exchange Commission for fiscal quarters ended after the fiscal year covered by the aforesaid Form 10-KSB; a statement by Purchaser describing the Purchaser Shares; a statement by Purchaser that there were no material changes in the affairs of Purchaser and its subsidiaries (if any) that were not disclosed in the aforesaid documents and statement; a statement by Purchaser that there are no undisclosed agreements, arrangements or understandings which benefit or relate to the Shareholders in connection with the transactions contemplated hereby, and, if either of the Shareholders is not an "accredited investor" as defined in Rule 501(a) of the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933 (the "Rules"), copies to such Shareholder of all material written information which would be furnished to an "accredited investor." (c) Each of the Shareholders either (i) is an "accredited investor" (as defined in Rule 501(a) of the Rules) because such Shareholder is a director or executive officer (defined to be the president, a vice president in charge of a principal business unit, division or function, or any other officer or person who performs a policy-making function) of Company or because such Shareholder has presented to Purchaser evidence, including without limitation a copy of such Shareholder's income tax returns for the last two calendar years, of compliance with the requirements of Rule 501(a)(5) or Rule 501(a)(6) of the Rules, or (ii) has retained a "purchaser representative" as defined in Rule 501(h) of the Rules, has furnished to Purchaser all documentation establishing that the terms of Rule 501(h) of the Rules have been satisfied by such Shareholder and such purchaser representative, and has furnished to Purchaser all documentation requested by Purchaser to establish that such Shareholder, together with such purchaser representative, has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Purchaser Shares to be issued in connection with this Agreement. (d) Each of the Shareholders is acquiring the Purchaser Shares to be acquired pursuant to this Agreement for his or her own account (and such Shareholder will be the sole beneficial owner thereof) for the purpose of investment and not with a view to distribution thereof within the meaning of the Securities Act of 1933 and the Rules, nor with any present intention of distribution or selling such Purchaser Shares, and the Shareholders understand that such shares have not been registered under the Securities Act of 1933 and therefore cannot be resold unless they are registered under the Securities Act of 1933 or unless an exemption from registration is available. (e) The Shareholders have been afforded an opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by this Agreement and to obtain any additional information as Shareholders deem necessary to verify the accuracy of documents and statements identified in subsection (b) and copies of any exhibits identified in such documents. (f) The Shareholders have consented to the placing of the following legend on the certificate for the Purchaser Shares to be issued to each Shareholder in connection with this Agreement: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED ONLY IF A REGISTRATION STATEMENT DESCRIBING SUCH PROPOSED TRANSACTION IS IN EFFECT PURSUANT TO THE PROVISIONS OF THAT ACT OR IF, IN THE OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE ISSUER OF THESE SHARES AND ITS COUNSEL, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THAT ACT IS AVAILABLE.

Shareholder's Representations. In addition to the foregoing representations of each of the Principal Shareholders, each of the Shareholders executing this Agreement, as well as RCW (collectively, the "Investors"), individually represents and warrants to Parent as follows: (a) Each The Investors are acquiring the shares of the Shareholders has full legal right, power and authority to sell, transfer, assign and deliver his or her Shares to Purchaser at Closing and delivery of the Shares at Closing will transfer to Purchaser valid legal and beneficial ownership thereof free and clear of all claims, security interests, liens, charges and encumbrances of any kind or nature whatsoever (collectively, "Encumbrances"). (b) Each of the Shareholders, prior to execution of this Agreement, became familiar with the material business and financial affairs of Purchaser and its subsidiaries (if any) and was given access to such information regarding such business and financial affairs as the Shareholders deemed necessary to enable them to make an informed investment decision with respect Parent's common stock pursuant to the Purchaser Shares to be issued in connection with this Agreement. In particular, the Shareholders received the following documents and information and had sufficient time to review and consider Merger for such documents and information: PurchaserInvestor's most recently issued annual report to shareholders; Purchaser's proxy statement for the most recent annual meeting of its shareholders; Purchaser's Form 10-KSB most recently required to be filed with the Securities and Exchange Commission; Purchaser's Form 10-QSB's required to be filed with the Securities and Exchange Commission for fiscal quarters ended after the fiscal year covered by the aforesaid Form 10-KSB; a statement by Purchaser describing the Purchaser Shares; a statement by Purchaser that there were no material changes in the affairs of Purchaser and its subsidiaries (if any) that were not disclosed in the aforesaid documents and statement; a statement by Purchaser that there are no undisclosed agreements, arrangements or understandings which benefit or relate to the Shareholders in connection with the transactions contemplated hereby, and, if either of the Shareholders is not an "accredited investor" as defined in Rule 501(a) of the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933 (the "Rules"), copies to such Shareholder of all material written information which would be furnished to an "accredited investor." (c) Each of the Shareholders either (i) is an "accredited investor" (as defined in Rule 501(a) of the Rules) because such Shareholder is a director or executive officer (defined to be the president, a vice president in charge of a principal business unit, division or function, or any other officer or person who performs a policy-making function) of Company or because such Shareholder has presented to Purchaser evidence, including without limitation a copy of such Shareholder's income tax returns for the last two calendar years, of compliance with the requirements of Rule 501(a)(5) or Rule 501(a)(6) of the Rules, or (ii) has retained a "purchaser representative" as defined in Rule 501(h) of the Rules, has furnished to Purchaser all documentation establishing that the terms of Rule 501(h) of the Rules have been satisfied by such Shareholder and such purchaser representative, and has furnished to Purchaser all documentation requested by Purchaser to establish that such Shareholder, together with such purchaser representative, has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Purchaser Shares to be issued in connection with this Agreement. (d) Each of the Shareholders is acquiring the Purchaser Shares to be acquired pursuant to this Agreement for his or her own sole account (and such Shareholder Investors will be the sole beneficial owner owners thereof) for the purpose of investment and not with a view to distribution thereof within the meaning of the Securities Act of 1933 1933, as amended and the Rulesrules and regulations thereunder (the "1933 Act"), nor with any present intention of distribution or selling such Purchaser Sharesshares of Parent common stock in connection with any such distribution, and the Shareholders such Investors understand that such shares have not been registered under the Securities 1933 Act of 1933 and therefore cannot be resold unless they are registered under the Securities 1933 Act of 1933 or unless an exemption from registration is available. (eb) The Shareholders Investors have received or had access to the reports, proxy statements and registration statements listed on Schedule 2.19 (the "Eltrax Reports"), and have had sufficient time to review and consider such Eltrax Reports. The Investors have been afforded an opportunity to ask questions of and receive answers from representatives of Parent concerning the terms and conditions of the transactions contemplated by this Agreement Transactions and to obtain any additional information as Shareholders deem necessary such Investors have requested in writing to verify the accuracy of documents and statements identified in subsection (b) the Eltrax Reports and copies of any exhibits identified in such documentsdocuments that such Investors have requested. (fc) The Shareholders Investors have accurately, truthfully and completely executed the Investor (d) The Investors have consented to the placing of the following legend on the certificate or certificates for the Purchaser Shares shares of Parent common stock to be issued to each Shareholder in connection with this Agreementthe Merger: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED ONLY IF A REGISTRATION STATEMENT DESCRIBING WITH RESPECT TO SUCH PROPOSED TRANSACTION IS IN EFFECT PURSUANT TO THE PROVISIONS OF THAT ACT SUCH LAWS OR IF, IN THE OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SHARES AND ITS COUNSELISSUER, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THAT ACT SUCH LAWS IS AVAILABLE.

Shareholder's Representations. (a) Each In addition to the foregoing representations of the Shareholders has full legal right, power and authority to sell, transfer, assign and deliver his or her Shares to Purchaser at Closing and delivery of the Shares at Closing will transfer to Purchaser valid legal and beneficial ownership thereof free and clear of all claims, security interests, liens, charges and encumbrances of any kind or nature whatsoever (collectively, "Encumbrances"). (b) Each each of the Shareholders, prior to execution of this Agreement, became familiar with the material business and financial affairs of Purchaser and its subsidiaries (if any) and was given access to such information regarding such business and financial affairs as the Shareholders deemed necessary to enable them to make an informed investment decision with respect to the Purchaser Shares to be issued in connection with this Agreement. In particular, the Shareholders received the following documents and information and had sufficient time to review and consider such documents and information: Purchaser's most recently issued annual report to shareholders; Purchaser's proxy statement for the most recent annual meeting of its shareholders; Purchaser's Form 10-KSB most recently required to be filed with the Securities and Exchange Commission; Purchaser's Form 10-QSB's required to be filed with the Securities and Exchange Commission for fiscal quarters ended after the fiscal year covered by the aforesaid Form 10-KSB; a statement by Purchaser describing the Purchaser Shares; a statement by Purchaser that there were no material changes in the affairs of Purchaser and its subsidiaries (if any) that were not disclosed in the aforesaid documents and statement; a statement by Purchaser that there are no undisclosed agreements, arrangements or understandings which benefit or relate to the Shareholders in connection with the transactions contemplated hereby, and, if either each of the Shareholders is not an "accredited investor" individually represents and warrants to Parent as defined in Rule 501(a) of the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933 (the "Rules"), copies to such Shareholder of all material written information which would be furnished to an "accredited investor."follows: (ca) Each of the The Shareholders either (i) is an "accredited investor" (as defined in Rule 501(a) of the Rules) because such Shareholder is a director or executive officer (defined to be the president, a vice president in charge of a principal business unit, division or function, or any other officer or person who performs a policy-making function) of Company or because such Shareholder has presented to Purchaser evidence, including without limitation a copy of such Shareholder's income tax returns for the last two calendar years, of compliance with the requirements of Rule 501(a)(5) or Rule 501(a)(6) of the Rules, or (ii) has retained a "purchaser representative" as defined in Rule 501(h) of the Rules, has furnished to Purchaser all documentation establishing that the terms of Rule 501(h) of the Rules have been satisfied by such Shareholder and such purchaser representative, and has furnished to Purchaser all documentation requested by Purchaser to establish that such Shareholder, together with such purchaser representative, has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Purchaser Shares to be issued in connection with this Agreement. (d) Each of the Shareholders is acquiring the Purchaser Shares to be acquired shares of Parent's Common Stock pursuant to this Agreement the Merger for his or her own such Shareholders' sole account (and such Shareholder Shareholders will be the sole beneficial owner owners thereof) for the purpose of investment and not with a view to distribution thereof within the meaning of the Securities Act of 1933 1933, as amended and the Rulesrules and regulations thereunder (the "Securities Act"), nor with any present intention of distribution or selling such Purchaser Sharesshares of Parent Common Stock in connection with any such distribution, and the such Shareholders understand that such shares have not been registered under the Securities Act of 1933 or any applicable state securities law and therefore cannot be resold unless they are registered under the Securities Act of 1933 and any applicable state securities laws or unless an exemption from registration is available. (eb) The Shareholders have received the reports, proxy statements and registration statements listed on Schedule 2.19 (the "Eltrax Reports"), and have had sufficient time to review and consider such Eltrax Reports. The Shareholders have been afforded an opportunity to ask questions of and receive answers from representatives of Parent concerning the terms and conditions of the transactions contemplated by this Agreement Transactions and to obtain any additional information as such Shareholders deem necessary have requested in writing to verify the accuracy of documents and statements identified in subsection (b) the Eltrax Reports and copies of any exhibits identified in such documentsdocuments that such Shareholders have requested. (fc) The Shareholders have accurately, truthfully and completely executed the Investor Questionnaire, in the form of Exhibit 2.19. (d) The Shareholders have consented to the placing of the following legend on the certificate or certificates for the Purchaser Shares shares of Parent Common Stock to be issued to each such Shareholder in connection with this Agreementthe Merger: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED ONLY IF A REGISTRATION STATEMENT DESCRIBING WITH RESPECT TO SUCH PROPOSED TRANSACTION IS IN EFFECT PURSUANT TO THE PROVISIONS OF THAT ACT SUCH LAWS OR IF, IN THE OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SHARES AND ITS COUNSELISSUER, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THAT ACT SUCH LAWS IS AVAILABLE.

Shareholder's Representations. (a) Each In addition to the foregoing representations of the Shareholders has full legal right, power and authority to sell, transfer, assign and deliver his or her Shares to Purchaser at Closing and delivery of the Shares at Closing will transfer to Purchaser valid legal and beneficial ownership thereof free and clear of all claims, security interests, liens, charges and encumbrances of any kind or nature whatsoever (collectively, "Encumbrances"). (b) Each each of the Shareholders, prior to execution of this Agreement, became familiar with the material business and financial affairs of Purchaser and its subsidiaries (if any) and was given access to such information regarding such business and financial affairs as the Shareholders deemed necessary to enable them to make an informed investment decision with respect to the Purchaser Shares to be issued in connection with this Agreement. In particular, the Shareholders received the following documents and information and had sufficient time to review and consider such documents and information: Purchaser's most recently issued annual report to shareholders; Purchaser's proxy statement for the most recent annual meeting of its shareholders; Purchaser's Form 10-KSB most recently required to be filed with the Securities and Exchange Commission; Purchaser's Form 10-QSB's required to be filed with the Securities and Exchange Commission for fiscal quarters ended after the fiscal year covered by the aforesaid Form 10-KSB; a statement by Purchaser describing the Purchaser Shares; a statement by Purchaser that there were no material changes in the affairs of Purchaser and its subsidiaries (if any) that were not disclosed in the aforesaid documents and statement; a statement by Purchaser that there are no undisclosed agreements, arrangements or understandings which benefit or relate to the Shareholders in connection with the transactions contemplated hereby, and, if either each of the Shareholders is not an "accredited investor" individually represents and warrants to Parent as defined in Rule 501(a) of the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933 (the "Rules"), copies to such Shareholder of all material written information which would be furnished to an "accredited investor."follows: (ca) Each of the The Shareholders either (i) is an "accredited investor" (as defined in Rule 501(a) of the Rules) because such Shareholder is a director or executive officer (defined to be the president, a vice president in charge of a principal business unit, division or function, or any other officer or person who performs a policy-making function) of Company or because such Shareholder has presented to Purchaser evidence, including without limitation a copy of such Shareholder's income tax returns for the last two calendar years, of compliance with the requirements of Rule 501(a)(5) or Rule 501(a)(6) of the Rules, or (ii) has retained a "purchaser representative" as defined in Rule 501(h) of the Rules, has furnished to Purchaser all documentation establishing that the terms of Rule 501(h) of the Rules have been satisfied by such Shareholder and such purchaser representative, and has furnished to Purchaser all documentation requested by Purchaser to establish that such Shareholder, together with such purchaser representative, has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Purchaser Shares to be issued in connection with this Agreement. (d) Each of the Shareholders is acquiring the Purchaser Shares to be acquired shares of Parent's Common Stock pursuant to this Agreement the Mergers for his or her own such Shareholders' sole account (and such Shareholder Shareholders will be the sole beneficial owner owners thereof) for the purpose of investment and not with a view to distribution thereof within the meaning of the Securities Act of 1933 1933, as amended and the Rulesrules and regulations thereunder (the "Securities Act"), nor with any present intention of distribution or selling such Purchaser Sharesshares of Parent Common Stock in connection with any such distribution, and the such Shareholders understand that such shares have not been registered under the Securities Act of 1933 or any applicable state securities law and therefore cannot be resold unless they are registered under the Securities Act of 1933 and any applicable state securities laws or unless an exemption from registration is available. (eb) There are available over the Internet various public filings made by the Parent with the Securities and Exchange Commission pursuant to its XXXXX filing requirements (the "Eltrax Reports"). The Shareholders have had access to, and have had sufficient time to review and consider, such Eltrax Reports. The Shareholders have been afforded an opportunity to ask questions of and receive answers from representatives of Parent concerning the terms and conditions of the transactions contemplated by this Agreement Transactions and to obtain any additional information as such Shareholders deem necessary have requested in writing to verify the accuracy of documents and statements identified in subsection (b) the Eltrax Reports and copies of any exhibits identified in such documentsdocuments that such Shareholders have requested. (fc) The Shareholders have accurately, truthfully and completely executed the Investor Questionnaire, in the form of Exhibit 2.19. (d) The Shareholders have consented to the placing of the following legend on the certificate or certificates for the Purchaser Shares shares of Parent Common Stock to be issued to each such Shareholder in connection with this Agreementthe Mergers: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED ONLY IF A REGISTRATION STATEMENT DESCRIBING WITH RESPECT TO SUCH PROPOSED TRANSACTION IS IN EFFECT PURSUANT TO THE PROVISIONS OF THAT ACT SUCH LAWS OR IF, IN THE OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SHARES AND ITS COUNSELISSUER, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THAT ACT SUCH LAWS IS AVAILABLE.

Shareholder's Representations. (a) Each In addition to the foregoing representations of the Shareholders has full legal right, power and authority to sell, transfer, assign and deliver his or her Shares to Purchaser at Closing and delivery of the Shares at Closing will transfer to Purchaser valid legal and beneficial ownership thereof free and clear of all claims, security interests, liens, charges and encumbrances of any kind or nature whatsoever (collectively, "Encumbrances"). (b) Each each of the Shareholders, prior to execution of this Agreement, became familiar with the material business and financial affairs of Purchaser and its subsidiaries (if any) and was given access to such information regarding such business and financial affairs as the Shareholders deemed necessary to enable them to make an informed investment decision with respect to the Purchaser Shares to be issued in connection with this Agreement. In particular, the Shareholders received the following documents and information and had sufficient time to review and consider such documents and information: Purchaser's most recently issued annual report to shareholders; Purchaser's proxy statement for the most recent annual meeting of its shareholders; Purchaser's Form 10-KSB most recently required to be filed with the Securities and Exchange Commission; Purchaser's Form 10-QSB's required to be filed with the Securities and Exchange Commission for fiscal quarters ended after the fiscal year covered by the aforesaid Form 10-KSB; a statement by Purchaser describing the Purchaser Shares; a statement by Purchaser that there were no material changes in the affairs of Purchaser and its subsidiaries (if any) that were not disclosed in the aforesaid documents and statement; a statement by Purchaser that there are no undisclosed agreements, arrangements or understandings which benefit or relate to the Shareholders in connection with the transactions contemplated hereby, and, if either each of the Shareholders is not an "accredited investor" individually represents and warrants to Parent as defined in Rule 501(a) of the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933 (the "Rules"), copies to such Shareholder of all material written information which would be furnished to an "accredited investor."follows: (ca) Each of the The Shareholders either (i) is an "accredited investor" (as defined in Rule 501(a) of the Rules) because such Shareholder is a director or executive officer (defined to be the president, a vice president in charge of a principal business unit, division or function, or any other officer or person who performs a policy-making function) of Company or because such Shareholder has presented to Purchaser evidence, including without limitation a copy of such Shareholder's income tax returns for the last two calendar years, of compliance with the requirements of Rule 501(a)(5) or Rule 501(a)(6) of the Rules, or (ii) has retained a "purchaser representative" as defined in Rule 501(h) of the Rules, has furnished to Purchaser all documentation establishing that the terms of Rule 501(h) of the Rules have been satisfied by such Shareholder and such purchaser representative, and has furnished to Purchaser all documentation requested by Purchaser to establish that such Shareholder, together with such purchaser representative, has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Purchaser Shares to be issued in connection with this Agreement. (d) Each of the Shareholders is acquiring the Purchaser Shares to be acquired shares of Parent's Common Stock pursuant to this Agreement the Merger for his or her own such Shareholders' sole account (and such Shareholder Shareholders will be the sole beneficial owner owners thereof) for the purpose of investment and not with a view to distribution thereof within the meaning of the Securities Act of 1933, as amended (the "1933 and the RulesAct"), nor with any present intention of distribution or selling such Purchaser Sharesshares of Parent Common Stock in connection with any such distribution, and the such Shareholders understand that such shares have not been registered under the Securities Act of 1933 and therefore cannot be resold unless they are registered under the Securities 1933 Act of 1933 or unless an exemption from registration is available. (eb) The Shareholders have received the reports, proxy statements and registration statements listed on Schedule 2.19 (the "Eltrax Reports"), and have had sufficient time to review and consider such Eltrax Reports. The Shareholders have been afforded an opportunity to ask questions of and receive answers from representatives of Parent concerning the terms and conditions of the transactions contemplated by this Agreement Transactions and to obtain any additional information as such Shareholders deem necessary have requested in writing to verify the accuracy of documents and statements identified in subsection (b) the Eltrax Reports and copies of any exhibits identified in such documentsdocuments that such Shareholders have requested. (fc) The Shareholders have accurately, truthfully and completely executed the Investor Questionnaire, in the form of Exhibit 2.19. (d) The Shareholders have consented to the placing of the following legend on the certificate or certificates for the Purchaser Shares shares of Parent Common Stock to be issued to each such Shareholder in connection with this Agreementthe Merger: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED ONLY IF A REGISTRATION STATEMENT DESCRIBING WITH RESPECT TO SUCH PROPOSED TRANSACTION IS IN EFFECT PURSUANT TO THE PROVISIONS OF THAT ACT SUCH LAWS OR IF, IN THE OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SHARES AND ITS COUNSELISSUER, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THAT ACT SUCH LAWS IS AVAILABLE.

Shareholder's Representations. (a) Each of Shareholder represents that his present intention is to acquire the Shareholders has full legal right, power Acquirer's stock for his own account and authority to sell, transfer, assign and deliver his or her Shares to Purchaser at Closing and delivery of the Shares at Closing will transfer to Purchaser valid legal and beneficial ownership thereof free and clear of all claims, security interests, liens, charges and encumbrances of any kind or nature whatsoever (collectively, "Encumbrances"). (b) Each of the Shareholders, prior to execution of this Agreement, became familiar with the material business and financial affairs of Purchaser and its subsidiaries (if any) and was given access to such information regarding such business and financial affairs as the Shareholders deemed necessary to enable them to make an informed investment decision with respect to the Purchaser Shares to be issued in connection with this Agreement. In particular, the Shareholders received the following documents and information and had sufficient time to review and consider such documents and information: Purchaser's most recently issued annual report to shareholders; Purchaser's proxy statement for the most recent annual meeting of its shareholders; Purchaser's Form 10-KSB most recently required to be filed with the Securities and Exchange Commission; Purchaser's Form 10-QSB's required to be filed with the Securities and Exchange Commission for fiscal quarters ended after the fiscal year covered by the aforesaid Form 10-KSB; a statement by Purchaser describing the Purchaser Shares; a statement by Purchaser that there were no material changes in the affairs of Purchaser and its subsidiaries (if any) that were not disclosed in the aforesaid documents and statement; a statement by Purchaser that there are no undisclosed agreements, arrangements or understandings which benefit or relate to the Shareholders in connection with the transactions contemplated hereby, and, if either of the Shareholders is not an "accredited investor" as defined in Rule 501(a) of the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933 (the "Rules"), copies to such Shareholder of all material written information which would be furnished to an "accredited investor." (c) Each of the Shareholders either (i) is an "accredited investor" (as defined in Rule 501(a) of the Rules) because such Shareholder is a director or executive officer (defined to be the president, a vice president in charge of a principal business unit, division or function, or any other officer or person who performs a policy-making function) of Company or because such Shareholder has presented to Purchaser evidence, including without limitation a copy of such Shareholder's income tax returns for the last two calendar years, of compliance with the requirements of Rule 501(a)(5) or Rule 501(a)(6) of the Rules, or (ii) has retained a "purchaser representative" as defined in Rule 501(h) of the Rules, has furnished to Purchaser all documentation establishing that the terms of Rule 501(h) of the Rules have been satisfied by such Shareholder Acquirer's stock is being and such purchaser representative, and has furnished to Purchaser all documentation requested by Purchaser to establish that such Shareholder, together with such purchaser representative, has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Purchaser Shares to be issued in connection with this Agreement. (d) Each of the Shareholders is acquiring the Purchaser Shares to will be acquired pursuant to this Agreement for his or her own account (and such Shareholder will be the sole beneficial owner thereof) for the purpose of investment and not with a view to distribution thereof within or resale thereof. Each Shareholder represents that he has had an opportunity to ask questions of and receive answers from the meaning authorized representatives of the Securities Act Acquirer and to review any relevant documents and records concerning the business of 1933 the Acquirer and the Rules, nor terms and conditions of this investment and that any such questions have been answered to each Shareholder's full satisfaction. Each Shareholder acknowledges that it has been called to his attention that this investment involves a high degree of risk and that the Acquirer is in a start up stage and does not have any operating history. Each Shareholder understands and acknowledges that no federal or state agency has passed upon or made any recommendation or endorsement with any present intention respect to the shares of distribution or selling such Purchaser Shares, and the Shareholders understand Acquirer being sold to each Shareholder herein. Each Shareholder understands that such shares have the Acquirer's stock has not been registered under the Securities Act of 1933 1933, as amended (the "Act") and therefore cannot that the Acquirer's stock must be resold held indefinitely unless they are registered a subsequent disposition thereof is permitted under the Securities Act of 1933 or unless an exemption is exempt from registration is available. (e) The Shareholders have been afforded an opportunity to ask questions such registration. Each Shareholder further represents that he understands and receive answers concerning the terms and conditions of the transactions contemplated by this Agreement and to obtain any additional information agrees that until transferred as Shareholders deem necessary to verify the accuracy of documents and statements identified in subsection (b) and copies of any exhibits identified in such documents. (f) The Shareholders have consented herein provided, or transferred pursuant to the placing provisions of Rule 144, all certificates evidencing the following Acquirer's stock, whether upon initial issuance or upon transfer thereof, shall bear a legend (and the Acquirer will make a notation on the certificate for the Purchaser Shares its transfer books to be issued to each Shareholder in connection with this Agreementsuch effect) prominently stamped or printed thereon reading substantially as follows: THE SHARES OF COMMON STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, ASSIGNED HYPOTHECATED, OR OTHERWISE TRANSFERRED ONLY IF A WITHOUT AN EFFECTIVE REGISTRATION STATEMENT DESCRIBING FOR SUCH PROPOSED TRANSACTION IS IN EFFECT PURSUANT TO SECURITIES UNDER THE PROVISIONS SECURITIES ACT OF THAT ACT 1933, AS AMENDED, OR IF, IN THE OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE ISSUER OF THESE SHARES AND ITS COUNSEL, UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THAT UNDER SUCH ACT IS AVAILABLE.

Shareholder's Representations. In addition to the foregoing representations, each of the Shareholders individually represents and warrants to Parent as follows: (a) Each The Shareholders are acquiring the shares of the Shareholders has full legal right, power and authority to sell, transfer, assign and deliver his or her Shares to Purchaser at Closing and delivery of the Shares at Closing will transfer to Purchaser valid legal and beneficial ownership thereof free and clear of all claims, security interests, liens, charges and encumbrances of any kind or nature whatsoever (collectively, "Encumbrances"). (b) Each of the Shareholders, prior to execution of this Agreement, became familiar with the material business and financial affairs of Purchaser and its subsidiaries (if any) and was given access to such information regarding such business and financial affairs as the Shareholders deemed necessary to enable them to make an informed investment decision with respect Parent's Common Stock pursuant to the Purchaser Shares to be issued in connection with this Agreement. In particular, the Shareholders received the following documents and information and had sufficient time to review and consider Merger for such documents and information: Purchaser's most recently issued annual report to shareholders; Purchaser's proxy statement for the most recent annual meeting of its shareholders; Purchaser's Form 10-KSB most recently required to be filed with the Securities and Exchange Commission; Purchaser's Form 10-QSB's required to be filed with the Securities and Exchange Commission for fiscal quarters ended after the fiscal year covered by the aforesaid Form 10-KSB; a statement by Purchaser describing the Purchaser Shares; a statement by Purchaser that there were no material changes in the affairs of Purchaser and its subsidiaries (if any) that were not disclosed in the aforesaid documents and statement; a statement by Purchaser that there are no undisclosed agreements, arrangements or understandings which benefit or relate to the Shareholders in connection with the transactions contemplated hereby, and, if either of the Shareholders is not an "accredited investor" as defined in Rule 501(a) of the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933 (the "Rules"), copies to such Shareholder of all material written information which would be furnished to an "accredited investor." (c) Each of the Shareholders either (i) is an "accredited investor" (as defined in Rule 501(a) of the Rules) because such Shareholder is a director or executive officer (defined to be the president, a vice president in charge of a principal business unit, division or function, or any other officer or person who performs a policy-making function) of Company or because such Shareholder has presented to Purchaser evidence, including without limitation a copy of such Shareholder's income tax returns for the last two calendar years, of compliance with the requirements of Rule 501(a)(5) or Rule 501(a)(6) of the Rules, or (ii) has retained a "purchaser representative" as defined in Rule 501(h) of the Rules, has furnished to Purchaser all documentation establishing that the terms of Rule 501(h) of the Rules have been satisfied by such Shareholder and such purchaser representative, and has furnished to Purchaser all documentation requested by Purchaser to establish that such Shareholder, together with such purchaser representative, has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Purchaser Shares to be issued in connection with this Agreement. (d) Each of the Shareholders is acquiring the Purchaser Shares to be acquired pursuant to this Agreement for his or her own Shareholders' sole account (and such Shareholder Shareholders will be the sole beneficial owner owners thereof) for the purpose of investment and not with a view to distribution thereof within the meaning of the Securities Act of 1933 1933, as amended and the Rulesrules and regulations thereunder (the "Securities Act"), nor with any present intention of distribution or selling such Purchaser Sharesshares of Parent Common Stock in connection with any such distribution, and the such Shareholders understand that such shares have not been registered under the Securities Act of 1933 or any applicable state securities law and therefore cannot be resold unless they are registered under the Securities Act of 1933 and any applicable state securities laws or unless an exemption from registration is available. (eb) There are available over the Internet various public filings made by the Parent with the Securities and Exchange Commission pursuant to its XXXXX filing requirements (the "Eltrax Reports"). The Shareholders have had access to, and have had sufficient time to review and consider, such Eltrax Reports. The Shareholders have been afforded an opportunity to ask questions of and receive answers from representatives of Parent concerning the terms and conditions of the transactions contemplated by this Agreement Transactions and to obtain any additional information as such Shareholders deem necessary have requested in writing to verify the accuracy of documents and statements identified in subsection (b) the Eltrax Reports and copies of any exhibits identified in such documentsdocuments that such Shareholders have requested. (fc) The Shareholders have accurately, truthfully and completely executed the Investor Questionnaire, in the form of Exhibit 2.20. (d) The Shareholders have consented to the placing of the following legend legends on the certificate or certificates for the Purchaser Shares shares of Parent Common Stock to be issued to each such Shareholder in connection with this Agreementthe Merger: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED ONLY IF A REGISTRATION STATEMENT DESCRIBING WITH RESPECT TO SUCH PROPOSED TRANSACTION IS IN EFFECT PURSUANT TO THE PROVISIONS OF THAT ACT SUCH LAWS OR IF, IN THE OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SHARES AND ITS COUNSELISSUER, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THAT ACT SUCH LAWS IS AVAILABLE. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE "GEORGIA SECURITIES ACT OF 1973," AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.