OMNI STOCKHOLDER ACKNOWLEDGMENT
In consideration and as a condition of the Agreement and Plan of
Reorganization (the "Agreement") between Piezo Instruments, Inc., a Utah
corporation ("Piezo"), and Omni Medical of Nevada, Inc., a Nevada corporation
("Omni") (the "Agreement"), pursuant to which Omni and the Omni Stockholders
shall exchange their respective securities in Omni for securities of Piezo
thereunder (the "Exchange"), the undersigned Omni Stockholder acknowledges as
follows, to-wit:
1. That he/she/it is an "accredited investor," or a
"sophisticated investor," as those terms are defined under
Regulation D of the Securities and Exchange Commission;
2. That he/she/it has received a copy of the Agreement and has
had access to all material information regarding Piezo
through the Xxxxx Archives of the Securities and Exchange
Commission at xxx.xxx.xxx or by the delivery of copies of
all Reports and/or Registration Statements filed by Piezo
with the Securities and Exchange Commission during the past
twelve months;
3. That he/she/it has had access to all material information
regarding Omni by virtue of he/she/it being a holder of
outstanding securities of Omni.
4. That he/she/it has had access to all material information
regarding the Agreement and the Exchange;
5. That he/she/it is receiving the securities that he/she/it
will receive pursuant to the Agreement and in the Exchange
for "investment purposes and not with a view toward the
further distribution thereof," and that he/she/it
acknowledges and understands that the securities of Piezo
are "restricted securities" as that term is defined under
Rule 144 of the Securities and Exchange Commission;
6. That he/she/it consents to the Agreement and the Exchange
and agrees to be a party to the Agreement and the Exchange
by the execution and delivery of this Acknowledgment;
7. That he/she/it owns the securities being exchanged free of
any liens or encumbrances whatsoever; and
8. That he/she/it has the right power and authority to deliver
this Acknowledgment, without qualification.
OMNI INDIVIDUAL STOCKHOLDER:
Dated: ______________________. ____________________________________
Print Name
____________________________________
Signature
OMNI CORPORATE STOCKHOLDER:
Dated: ______________________.
By_________________________________
Print Name
____________________________________
Signature
