Common use of Suitability of Investment Clause in Contracts

Suitability of Investment. (a) Buyer is acquiring the Buyer Shares for its own account, for investment purposes only and not with a view to the resale or distribution thereof; (b) Buyer has not and will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any part of the Buyer Shares, except in accordance with applicable federal and state securities laws; (c) AT&T has such knowledge and experience in financial, business and tax matters that AT&T is capable, on Buyer's behalf, of evaluating the merits and risks relating to Buyer's investment in the Buyer Shares and making an investment decision with respect to the Company; (d) To the full satisfaction of AT&T, AT&T, on Buyer's behalf, has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives of the Company concerning the Company and the investment in the Buyer Shares; (e) Neither AT&T nor any of its affiliates has engaged in any activity that would be deemed a "general solicitation" under the provisions of Regulation D as promulgated under the Act; (f) AT&T has such knowledge and experience in financial or business matters that it can, and it has, on Buyer's behalf, adequately analyzed the risks of an investment in the Buyer Shares and it has determined the Buyer Shares are a suitable investment for Buyer and that Buyer is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the Company; (g) AT&T is aware that there are substantial risks incident to an investment in the Buyer Shares; and (h) Buyer will be an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Act as presently in effect and is either purchasing for its own account or for the account of another "accredited investor," and any accounts for which Buyer is acting are each able to bear the economic risks of this investment. If Buyer is subject to ERISA, and is acquiring the Buyer Shares as a fiduciary or agent for another investor's account, Buyer will have sole investment and voting discretion with respect to such account and will have full power to make the acknowledgments, representations and agreements contained herein on behalf of such account.

Suitability of Investment. (ai) Buyer The Investor is acquiring the Buyer Shares Units for its the Investor’s own account, for investment purposes only and not with a view to the resale or distribution thereof;. (bii) Buyer The Investor has not and will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any part of the Buyer SharesUnits, except in accordance with applicable federal and state securities laws;. (ciii) AT&T The Investor has such knowledge and experience in financial, business and tax matters that AT&T the Investor is capable, on Buyer's behalf, capable of evaluating the merits and risks relating to Buyer's the Investor’s investment in the Buyer Shares Units and making an investment decision with respect to the Company;. The Investor has independently evaluated the risks and merits of purchasing the Units and has independently determined that the Units are a suitable investment for such Investor. The Investor acknowledges that except as otherwise expressly provided herein, the Company has made no representation or warranty to the Investor with respect to the income or other tax consequences to the Investor under the laws of any jurisdiction with respect to an investment in the Units. (div) To the full satisfaction of AT&Tthe Investor, AT&T, on Buyer's behalf, the Investor has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives of the Company concerning the Company and the investment in the Buyer Shares;made hereby. (ev) Neither AT&T the Investor nor any of its affiliates has engaged in any activity that would be deemed a "“general solicitation" ” under the provisions of Regulation D as promulgated under the 1933 Act;. (fvi) AT&T has such knowledge and experience in financial or business matters that it can, and it has, on Buyer's behalf, adequately analyzed the risks of an investment in the Buyer Shares and it has determined the Buyer Shares are a suitable investment for Buyer and that Buyer The Investor is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the Company;. (gvii) AT&T The Investor is aware that there are substantial risks incident to an investment in the Buyer Shares; andCompany, including without limitation, those set forth in the Disclosure Documents. (hviii) Buyer The Investor understands that, unless he, she or it notifies the Company in writing to the contrary at or before the Closing, all the undersigned’s representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned Investor. (ix) The Investor is an "“accredited investor" ” within the meaning of that term as set forth in Rule 501 of Regulation D promulgated 501(a) under the Act 1933 Act, and the Investor has completed the Investor Certificate attached as presently in effect and is either purchasing for its own account or for Annex A hereto to indicate the account of another "qualifications that make the Investor such an accredited investor," and any accounts for which Buyer is acting are each able to bear the economic risks of this investment. If Buyer is subject to ERISA, and is acquiring the Buyer Shares as a fiduciary or agent for another investor's account, Buyer will have sole investment and voting discretion with respect to such account and will have full power to make the acknowledgments, representations and agreements contained herein on behalf of such account.

Suitability of Investment. (a) Buyer The Investor understands that there is no established market for the Securities; (b) The Investor is acquiring the Buyer Shares Securities for its own account, or for the account of another "accredited investor" who is an affiliate of the Investor and who can make all of the representations contained herein, for investment purposes only and not with a view to the resale or distribution thereof; (bc) Buyer The Investor has not and will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any part of the Buyer SharesSecurities, except in accordance with applicable federal and state securities lawslaws and the provisions of this Agreement or the Additional Agreements as long as such documents remain in effect; (cd) AT&T The Investor has such knowledge and experience in financial, business and tax matters that AT&T the Investor is capable, on Buyer's behalf, capable of evaluating the merits and risks relating to Buyerthe Investor's investment in the Buyer Shares Securities and making an investment decision with respect to the Company; (de) To the full satisfaction of AT&Tthe Investor, AT&T, on Buyer's behalf, the Investor has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives of the Company concerning the Company and the investment in the Buyer SharesSecurities; (ef) Neither AT&T the Investor nor any of its affiliates has engaged in any activity that would be deemed a "general solicitation" under the provisions of Regulation D as promulgated under the Act;D. (fg) AT&T The Investor has such knowledge and experience in financial or business matters that it can, and it has, on Buyer's behalf, adequately analyzed the risks of an investment in the Buyer Shares Securities and it has determined the Buyer Shares Securities are a suitable investment for Buyer the Investor and that Buyer the Investor is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the Company; (gh) AT&T The Investor is aware that there are substantial risks incident to an investment in the Buyer SharesSecurities, including, without limitation, those summarized under "Risk Factors" in the Memorandum; and (hi) Buyer will be The Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under of the Act as presently in effect and is either purchasing for its own account or for the account of another "accredited investor," ", and any accounts for which Buyer the Investor is acting are each able to bear the economic risks of this investment. If Buyer is For each Investor subject to ERISAERISA (as defined below), and if the Investor is acquiring the Buyer Shares Securities as a fiduciary or agent for another investor's account, Buyer will have the Investor has sole investment and voting discretion with respect to such account and will have has full power to make the acknowledgments, representations and agreements contained herein on behalf of such account.

Suitability of Investment. (a) Buyer is acquiring the Buyer Purchased Shares for its own account, for investment purposes only and not with a view to the resale or distribution thereof; (b) Buyer has not and will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any part of the Buyer Purchased Shares, except in accordance with applicable federal and state securities laws; (c) AT&T has such knowledge and experience in financial, business and tax matters that AT&T is capable, on Buyer's behalf, of evaluating the merits and risks relating to Buyer's investment in the Buyer Purchased Shares and making an investment decision with respect to the Company; (d) To the full satisfaction of AT&T, AT&T, on Buyer's behalf, has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives of the Company concerning the Company and the investment in the Buyer Purchased Shares; (e) Neither AT&T nor any of its affiliates has engaged in any activity that would be deemed a "general solicitation" under the provisions of Regulation D as promulgated under the Act; (f) AT&T has such knowledge and experience in financial or business matters that it can, and it has, on Buyer's behalf, adequately analyzed the risks of an investment in the Buyer Purchased Shares and it has determined the Buyer Purchased Shares are a suitable investment for Buyer and that Buyer is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the Company; (g) AT&T is aware that there are substantial risks incident to an investment in the Buyer Purchased Shares; and (h) Buyer will be an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Act as presently in effect and is either purchasing for its own account or for the account of another "accredited investor," and any accounts for which Buyer is acting are each able to bear the economic risks of this investment. If Buyer is subject to ERISAthe Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder, and is acquiring the Buyer Purchased Shares as a fiduciary or agent for another investor's account, Buyer will have sole investment and voting discretion with respect to such account and will have full power to make the acknowledgments, representations and agreements contained herein on behalf of such account.

Suitability of Investment. (a) Buyer The Investor understands that there is no established market for the Securities; (b) The Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Act as presently in effect and is acquiring the Buyer Shares Securities for its own account, or for the account of another "accredited investor" who is an affiliate of the Investor and who can make all of the representations contained herein, for investment purposes only and not with a view to the resale or distribution thereof; (bc) Buyer The Investor has not and will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any part of the Buyer SharesSecurities, except in accordance with applicable federal and state securities lawslaws and the provisions of this Agreement and the Lock-up and Registration Rights Agreement as long as such documents remain in effect; (cd) AT&T The Investor has such knowledge and experience in financial, business and tax matters that AT&T the Investor is capable, on Buyer's behalf, capable of evaluating the merits and risks relating to Buyerthe Investor's investment in the Buyer Shares Securities and making an investment decision with respect to the Company; (de) To the full satisfaction of AT&T, AT&T, on Buyer's behalf, The Investor has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives of the Company concerning the Company and the investment in the Buyer SharesSecurities; (ef) Neither AT&T the Investor nor any of its affiliates has engaged in any activity that would be deemed a "general solicitation" under the provisions of Regulation D as promulgated under the ActD; (fg) AT&T The Investor has such knowledge and experience in financial or business matters that it can, and it has, on Buyer's behalf, adequately analyzed the risks of an investment in the Buyer Shares Securities and it has determined the Buyer Shares Securities are a suitable investment for Buyer the Investor and that Buyer the Investor is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the Company;; and (gh) AT&T The Investor is aware that there are substantial risks incident to an investment in the Buyer Shares; and (h) Buyer will be an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Act as presently in effect and is either purchasing for its own account or for the account of another "accredited investor," and any accounts for which Buyer is acting are each able to bear the economic risks of this investment. If Buyer is subject to ERISA, and is acquiring the Buyer Shares as a fiduciary or agent for another investor's account, Buyer will have sole investment and voting discretion with respect to such account and will have full power to make the acknowledgments, representations and agreements contained herein on behalf of such accountSecurities.

Suitability of Investment. (ai) Buyer Such Investor understands that the Securities are (and when issued, will be) “restricted securities” and have not been (and will not be) registered under the Securities Act or any applicable state securities law. (ii) Such Investor is acquiring the Buyer Shares Securities as principal for its own account, for investment purposes only and not with a view to the resale or distribution thereof;. (biii) Buyer Such Investor has not and will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any part of the Buyer SharesSecurities, except in accordance with applicable federal and state securities laws;. (civ) AT&T Such Investor has such knowledge and experience in financial, business and tax matters that AT&T such Investor is capable, on Buyer's behalf, capable of evaluating the merits and risks relating to Buyer's Investor’s investment in the Buyer Shares Securities and making an investment decision with respect to the Company;. Such Investor has independently evaluated the risks and merits of purchasing the Securities and has independently determined that the Securities are a suitable investment for such Investor. Such Investor acknowledges that except as otherwise expressly provided herein, the Company has made no representation or warranty to such Investor with respect to the legal, income or other tax consequences to such Investor under the laws of any jurisdiction with respect to an investment in the Securities. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. (dv) To the full satisfaction of AT&Tsuch Investor, AT&T, on Buyer's behalf, such Investor has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives officers of the Company concerning the Company and the investment in the Buyer Shares;made hereby. (evi) Neither AT&T nor any of its affiliates has engaged in any activity that would be deemed a "general solicitation" under the provisions of Regulation D as promulgated under the Act; (f) AT&T has such knowledge and experience in financial or business matters that it can, and it has, on Buyer's behalf, adequately analyzed the risks of an investment in the Buyer Shares and it has determined the Buyer Shares are a suitable investment for Buyer and that Buyer Such Investor is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the Company;. (gvii) AT&T Such Investor is aware that there are substantial risks incident to an investment in the Buyer Shares; andCompany, including without limitation, those set forth in the Disclosure Documents. (hviii) Buyer Such Investor understands that, unless he notifies the Company in writing to the contrary at or before the Closing, all of such Investor’s representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by such Investor. (ix) Such Investor is an "“accredited investor" ” within the meaning of that term as set forth in Rule 501 501(a) under Regulation D. (x) Such Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of Regulation D promulgated under the Act as presently Securities or the fairness or suitability of the investment in effect and is either purchasing for its own account the Securities nor have such authorities passed upon or for endorsed the account merits of another "accredited investor," and any accounts for which Buyer is acting are each able to bear the economic risks offering of this investment. If Buyer is subject to ERISA, and is acquiring the Buyer Shares as a fiduciary or agent for another investor's account, Buyer will have sole investment and voting discretion with respect to such account and will have full power to make the acknowledgments, representations and agreements contained herein on behalf of such accountSecurities.

Suitability of Investment. (ai) Buyer Purchaser is acquiring the Buyer Sale Shares for its own account, for investment purposes only and not with a view to the resale or distribution thereofthereof in violation of the Securities Act; (bii) Buyer Purchaser has not and will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any part of the Buyer Sale Shares, except in accordance with applicable federal and state securities lawslaws and the Stockholders Agreement; provided, however, that subject to the contractual obligations of such Purchaser, the disposition of such Purchaser's property shall at all times remain within the sole control of Purchaser; (ciii) AT&T Purchaser has such knowledge and experience in financial, business and tax matters that AT&T it is capable, on Buyer's behalf, capable of evaluating the merits and risks relating to Buyer's its investment in the Buyer Sale Shares and making an investment decision with respect to the Company, and Purchaser has determined the Sale Shares are a suitable investment for Purchaser and that Purchaser is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the Company; (div) To Without limiting or modifying the Company's representations and warranties set forth in Section 3.01 or otherwise delivered to the Purchasers hereunder or the right of the Purchasers to rely thereon, to the full satisfaction of AT&TPurchaser, AT&T, on Buyer's behalf, Purchaser has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives of the Company concerning the Company and the investment in the Buyer SharesSale Shares and Purchaser has no Knowledge of any information that would make the representations and warranties of the Company set forth in this Agreement untrue; (ev) Neither AT&T Purchaser nor any of its affiliates has engaged in any activity that would be deemed a "general solicitation" under the provisions of Regulation D as promulgated under the Securities Act; (f) AT&T has such knowledge and experience in financial or business matters that it can, and it has, on Buyer's behalf, adequately analyzed the risks of an investment in the Buyer Shares and it has determined the Buyer Shares are a suitable investment for Buyer and that Buyer is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the Company; (g) AT&T is aware that there are substantial risks incident to an investment in the Buyer Shares; and (hvi) Buyer will be Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act as presently in effect and is either purchasing for its own account or for the account of another "accredited investor," and any accounts for which Buyer is acting are each able to bear the economic risks of this investmenteffect. If Buyer Purchaser is subject to ERISA, and is acquiring the Buyer Sale Shares as a fiduciary or agent for another investor's account, Buyer Purchaser will have sole investment and voting discretion with respect to such account and will have full power to make the acknowledgmentsacknowledgements, representations and agreements contained herein on behalf of such account.

Suitability of Investment. (ai) Buyer Each Seller and Technology Seller is acquiring the Buyer Shares IDT Common Stock for its own account, account for investment purposes only and not with a view to the resale or distribution thereof; (bii) Buyer Each Seller and Technology Seller has not and will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any part of the Buyer Sharesits IDT Common Stock, except in accordance with applicable federal and state securities lawsthe provisions of this Agreement; (ciii) AT&T Each Seller and Technology Seller has such knowledge and experience in financial, business and tax matters that AT&T such Seller or Technology Seller is capable, on Buyer's behalf, capable of evaluating the merits and risks relating to Buyersuch Seller's investment in the Buyer Shares IDT Common Stock and making an investment decision with respect to the CompanyBuyer; (div) To Buyer has made available to each Seller and Technology Seller during the full satisfaction course of AT&Tthis transaction and prior to the Closing, AT&T, on Buyer's behalf, has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives the executive officers of Buyer relative to the Company concerning the Company business of Buyer and the investment in the Buyer Sharesall such questions asked have been answered satisfactorily; (ev) Neither AT&T nor any of its affiliates has engaged in any activity that would be deemed a "general solicitation" under the provisions of Regulation D as promulgated under the Act; (f) AT&T Each Seller and Technology Seller has such knowledge and experience in financial or business matters that it can, and it has, on Buyer's behalf, adequately analyzed the risks of an investment in the Buyer Shares IDT Common Stock and it has determined the Buyer Shares are that IDT Common Stock is a suitable investment for Buyer such Person and that Buyer such Person is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the CompanyBuyer; (gvi) AT&T Each Seller and Technology Seller is aware that there are substantial risks incident to an investment in the Buyer Shares; andIDT Common Stock; (hvii) Buyer will be Each Seller and Technology Seller is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under of the Act as presently in effect and is either purchasing for its his or her own account or for the account of another "accredited investor," and any accounts for which Buyer such Person is acting are each able to bear the economic risks of this investment. If ; and (viii) Each Seller and Technology Seller understands that IDT Common Stock is being offered and sold to it in reliance on specific exemptions from, or non- applicability of, the registration requirements of the federal and state securities laws of the United States and that Buyer is subject relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of each Seller and Technology Seller set forth herein in order to ERISA, and is acquiring determine the Buyer Shares as a fiduciary or agent for another investor's account, Buyer will have sole investment and voting discretion with respect to such account and will have full power to make the acknowledgments, representations and agreements contained herein on behalf applicability of such accountexemptions and the suitability of each Seller to acquire IDT Common Stock.