Common use of Additional Investment Representations Clause in Contracts

Additional Investment Representations. The Stockholder represents and warrants that: (a) the Stockholder’s financial situation is such that he can afford to bear the economic risk of holding the Common Stock for an indefinite period of time, has adequate means for providing for his current needs and personal contingencies, and can afford to suffer a complete loss of his investment in the Common Stock; (b) the Stockholder’s knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of the investment in the Common Stock, as contemplated by this Agreement; (c) the Stockholder understands that the Common Stock is a speculative investment which involves a high degree of risk of loss of his investment therein, there are substantial restrictions on the transferability of the Common Stock and, on the date hereof and for an indefinite period following the date hereof, there will be no public market for the Common Stock and, accordingly, it may not be possible for the Stockholder to liquidate his investment in case of emergency, if at all; (d) the Stockholder understands that the terms of the Stockholders’ Agreement provide that in the event that the Stockholder ceases to be an employee of St. John’s Knits, Inc., a California corporation (the “Company”), the Parent, the Company, Vestar (as defined in the Stockholders’ Agreement) and their designated affiliates have the right to repurchase the Common Stock at a price which may, in certain circumstances, be less than the fair market value of such stock; (e) the Stockholder understands and has taken cognizance of all the risk factors related to the purchase of Common Stock; and, other than as set forth in this Agreement and the Employment Agreement dated as of June 3, 2004 between St. ▇▇▇▇ Knits, Inc. and the Stockholder, no representations or warranties have been made to the Stockholder or his representatives concerning the Common Stock or the Parent, its subsidiaries or their prospects or other matters; (f) in making his decision to purchase the Common Stock hereby subscribed for, the Stockholder has relied upon independent investigations made by him and, to the extent believed by the Stockholder to be appropriate, his representatives, including his own professional, financial, tax and other advisors; (g) the Stockholder has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Parent and its representatives concerning the Parent and its subsidiaries and the terms and conditions of the purchase of the Common Stock and to obtain any additional information, in each case as the Stockholder or his representatives deems necessary; and (h) all information which the Stockholder has provided to the Parent and its representatives concerning the Stockholder and his financial position is complete and correct as of the date of this Agreement.

Additional Investment Representations. The Stockholder Employee represents and warrants that: that (ai) the Stockholder’s Employee's financial situation is such that he the Employee can afford to bear the economic risk of holding the Common Stock Options or Plan Shares, as applicable, for an indefinite period of time, has adequate means for providing for his current needs time and personal contingencies, and can afford to suffer a complete loss of his the Employee's investment in the Common Stock; Options or Plan Shares, as applicable; (bii) the Stockholder’s Employee's knowledge and experience in financial and business matters (and, in particular, with respect to the Company) are such that he the Employee is capable of evaluating the merits and risks of the Employee's investment in the Common StockOptions or Plan Shares, as contemplated by this Agreement; applicable; (ciii) the Stockholder Employee understands that the Common Stock is Options or Plan Shares, as applicable, are a speculative investment which involves a high degree of risk of loss of his the Employee's investment therein, that there are substantial restrictions on the transferability of the Common Stock andOptions or Plan Shares, as applicable, and that on the date hereof of this Agreement and for an indefinite period following the such date hereof, there will be no public market for the Common Stock Options or Plan Shares, as applicable, and, accordingly, it may not be possible for the Stockholder to liquidate his the Employee's investment in the Company at all, including in case of emergency, if at all; ; (div) the Stockholder understands that Employee and the terms of Employee's representatives, including the Stockholders’ Agreement provide that in Employee's professional, tax and other advisors, have carefully reviewed the event that the Stockholder ceases financial and other information with respect to be an employee of St. John’s Knits, Inc., a California corporation (the “Company”), the Parent, the Company, Vestar (as defined in and its subsidiaries supplied to them and the Stockholders’ Agreement) and their designated affiliates have the right to repurchase the Common Stock at a price which may, in certain circumstances, be less than the fair market value of such stock; (e) the Stockholder Employee understands and has taken cognizance of (or has been advised by the Employee's representatives as to) all the risk factors risks related to an investment in the purchase of Common StockOptions or Plan Shares, as applicable; and, other than as set forth in this Agreement and the Employment Agreement dated as of June 3, 2004 between St. ▇▇▇▇ Knits, Inc. and the Stockholder, no representations or warranties have been made to the Stockholder or his representatives concerning the Common Stock or the Parent, its subsidiaries or their prospects or other matters; (fv) in making his the Employee's decision to purchase invest in the Common Stock hereby subscribed forOptions or Plan Shares, as applicable, hereunder, the Stockholder Employee has relied upon independent investigations made by him the Employee and, to the extent believed by the Stockholder Employee to be appropriate, his the Employee's representatives, including his the Employee's own professional, financial, tax and other advisors; ; (gvi) the Stockholder has Employee and the Employee's representatives have received and read this Agreement, the Plan and the Stockholders' Agreement and all other documents related to and executed or to be executed in connection with the transactions contemplated hereby and thereby, and have been given the opportunity to examine for a reasonable time prior to the date hereof all documents and to ask questions of, and to receive answers from, the Parent Company and its their respective representatives concerning the Parent and its subsidiaries and the terms and conditions of the purchase of investment in the Common Stock Options or Plan Shares, as applicable, and to obtain any additional information, in each case as the Stockholder or his representatives deems necessary; and (h) all information which the Stockholder has provided Company and its subsidiaries possess or can acquire without unreasonable effort or expense, necessary to verify the accuracy of the information supplied to it, and the Employee and the Employee's representatives have received all additional information requested by them, and no representations have been made to the Parent and its Employee or such representatives concerning the Stockholder Options or Plan Shares, their respective affiliates, their businesses or prospects or other matters; and his financial (vii) the Employee is an officer of the Company holding the position is complete and correct of President as of the date hereof, is familiar with the operations and businesses of this Agreementthe Company, has access to all material financial and other information available from the Company, and has significant business experience in the party goods or similar business and, in any such case, expects to be an officer of the Company.

Additional Investment Representations. The Stockholder Executive represents and warrants that: (a) the StockholderExecutive’s financial situation is such that he Executive can afford to bear the economic risk of holding the Common Stock Interests for an indefinite period of time, has adequate means for providing for his Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of his Executive’s investment in the Common StockInterests; (b) the StockholderExecutive’s knowledge and experience in financial and business matters are such that he Executive is capable of evaluating the merits and risks of the investment in the Common Stock, as contemplated by this AgreementInterests; (c) the Stockholder Executive understands that the Common Stock is Interests are a speculative investment which involves a high degree of risk of loss of his Executive’s investment therein, there are substantial restrictions on the transferability of the Common Stock Interests and, on the date hereof Closing Date and for an indefinite period following the date hereofClosing, there will be no public market for the Common Stock Interests and, accordingly, it may not be possible for the Stockholder Executive to liquidate his Executive’s investment in case of emergency, if at all; (d) the Stockholder understands that the terms of the Stockholders’ Agreement provide that in the event that the Stockholder ceases to be an employee of St. John’s Knits, Inc., a California corporation (the “Company”), the Parent, the Company, Vestar (as defined in the Stockholders’ Agreement) and their designated affiliates have the right to repurchase the Common Stock at a price which may, in certain circumstances, be less than the fair market value of such stock; (e) the Stockholder Executive understands and has taken cognizance of all the risk factors related to the purchase of Common Stock; the Interests and, other than as set forth in this Agreement and the Employment Agreement dated as of June 3, 2004 between St. ▇▇▇▇ Knits, Inc. and the StockholderAgreement, no representations or warranties have been made to the Stockholder Executive or his Executive’s representatives concerning the Common Stock Interests or the Parent, its subsidiaries Company or their prospects or other matters; (fe) in making his decision to purchase the Common Stock hereby subscribed for, the Stockholder has relied upon independent investigations made by him and, to the extent believed by the Stockholder to be appropriate, his representatives, including his own professional, financial, tax and other advisors; (g) the Stockholder Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Parent Company and its representatives concerning the Parent Company and its subsidiaries Subsidiaries, the LP Agreement, the Company’s organizational documents and the terms and conditions of the purchase of the Common Stock Interests and to obtain any additional information, in each case as the Stockholder or his representatives information which Executive deems necessary; and; (hf) all information which the Stockholder Executive has provided to the Parent Company and its the Company’s representatives concerning the Stockholder Executive and his Executive’s financial position is complete and correct as of the date of this Agreement; and (g) Executive is or is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, as indicated on the signature page hereto.

Additional Investment Representations. The Stockholder Each Executive represents and warrants that: that (ai) the Stockholder’s such Executive's financial situation is such that he such Executive can afford to bear the economic risk of holding the Common Stock for an indefinite period of time, has adequate means for providing for his such Executive's current needs and personal contingencies, and can afford to suffer a the complete loss of his investment in the Common Stock; ; (bii) such Executive has received and reviewed the Stockholder’s Confidential Private Investment Memorandum, dated January 11, 2000 (the "Private Investment Memorandum"), and the attachments thereto and such Executive's knowledge and experience in financial and business matters are such that he such Executive is capable of evaluating the merits and risks of the investment in the Common Stock, as contemplated by this Agreement and the Merger Agreement; , or such Executive has been advised by Brighton Securities Corp. (c"BSC"), which is acting as the "purchaser representative" of such Executive (the "Purchaser Representative") the Stockholder as set forth in Section 5.5 hereof and possesses such knowledge and experience; (iii) such Executive understands that the Common Stock is a speculative investment which involves a high degree of risk of loss of his such Executive's investment therein, that there are substantial restrictions on the transferability of the Common Stock Stock, and, on the date hereof Closing Date and for an indefinite period following the date hereofClosing, there will be no public market for the Common Stock andand that, accordingly, it may not be possible for the Stockholder such Executive to liquidate his such Executive's investment in case of an emergency, if at all; ; (div) such Executive and, to the Stockholder understands that extent believed by such Executive to be appropriate, such Executive's representatives, including such Executive's professional, financial, tax and other advisors, have carefully reviewed all documents furnished to them in connection with the terms of the Stockholders’ Agreement provide that investment in the event that Company contemplated by the Stockholder ceases to be an employee of St. John’s KnitsMerger Agreement, Inc., a California corporation (the “Company”), the Parent, the Company, Vestar (as defined in the Stockholders’ Agreement) and their designated affiliates have the right to repurchase the Common Stock at a price which may, in certain circumstances, be less than the fair market value of such stock; (e) the Stockholder Executive understands and has taken cognizance of all acknowledges the risk factors related to the purchase receipt of Common Stock; and, other than as set forth in this Agreement and the Employment Agreement dated as of June 3, 2004 between St. ▇▇▇▇ Knits, Inc. and the Stockholder, no representations or warranties have been made Stock pursuant to the Stockholder or his representatives concerning the Common Stock or the Parent, its subsidiaries or their prospects or other matters; Merger Agreement; (fv) in making his the decision to purchase the receive Common Stock hereby subscribed forin connection with the Merger, the Stockholder such Executive has relied upon independent investigations made by him such Executive and, to the extent believed by the Stockholder such Executive to be appropriate, his such Executive's representatives, including his or her own professional, financial, tax and other advisors; ; (gvi) the Stockholder has such Executive and such Executive's representatives have been given the opportunity to examine all documents and to ask questions ques- tions of, and to receive answers from, the Parent Company and its representatives concerning the Parent and its subsidiaries and the terms and conditions of the purchase retention of the Common Stock and Existing Options pursuant to the Merger Agreement and to obtain any additional information, in each case as information which the Stockholder Executive or his such Executive's representatives deems deem necessary; and (hvii) such Executive is an officer, consultant, member of management or key employee of the Company; and (viii) all information which the Stockholder such Executive has provided to the Parent Company and its representatives concerning the Stockholder such Executive and his financial position is true, complete and correct as of the date of this Agreement, and such Executive agrees to notify the Company promptly if at any time this ceases to be the case.

Additional Investment Representations. The Stockholder Executive represents and warrants that: (a) the StockholderExecutive’s financial situation is such that he Executive can afford to bear the economic risk of holding the Common Stock Shares for an indefinite period of time, has adequate means for providing for his Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of his Executive’s investment in the Common StockShares; (b) the StockholderExecutive’s knowledge and experience in financial and business matters are such that he Executive is capable of evaluating the merits and risks of the investment in the Common Stock, as contemplated by this AgreementShares; (c) the Stockholder Executive understands that the Common Stock is Shares are a speculative investment which involves a high degree of risk of loss of his Executive’s investment therein, there are substantial restrictions on the transferability of the Common Stock Shares and, on the date hereof Grant Date or the Closing Date, as applicable, and for an indefinite period following the date hereofGrant Date or the Closing Date, as applicable, there will be no public market for the Common Stock Shares and, accordingly, it may not be possible for the Stockholder Executive to liquidate his Executive’s investment in case of emergency, if at all; (d) the Stockholder understands that the terms of the Stockholders’ this Agreement provide that in that, with respect to the event that Shares received upon exercise of the Stockholder Option only, if Executive ceases to be an employee of St. John’s Knits, Inc., a California corporation (provide services to the “Company”)Company or its Subsidiaries, the Parent, the Company, Vestar (as defined in the Stockholders’ Agreement) Company and their designated affiliates its Affiliates have the right to repurchase the Common Stock such Shares at a price which may, in under certain circumstances, be less than the fair market value of such stockFair Market Value thereof; (e) the Stockholder Executive understands and has taken cognizance of all the risk factors related to the purchase of Common Stock; the Shares and, other than as set forth in this Agreement and the Employment Agreement dated as of June 3, 2004 between St. ▇▇▇▇ Knits, Inc. and the StockholderAgreement, no representations or warranties have been made to the Stockholder Executive or his Executive’s representatives concerning the Common Stock Shares or the Parent, its subsidiaries Company or their prospects or other matters; (f) in making his decision to purchase the Common Stock hereby subscribed for, the Stockholder has relied upon independent investigations made by him and, to the extent believed by the Stockholder to be appropriate, his representatives, including his own professional, financial, tax and other advisors; (g) the Stockholder Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Parent Company and its representatives concerning the Parent Company and its subsidiaries Subsidiaries, the Plan, the Stock Option Agreement, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the purchase of the Common Stock Shares and to obtain any additional information, in each case as the Stockholder or his representatives information which Executive deems necessary; and; (hg) all information which the Stockholder Executive has provided to the Parent Company and its the Company’s representatives concerning the Stockholder Executive and his Executive’s financial position is complete and correct as of the date of this Agreement; and (h) Executive is or is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, as indicated on the signature page hereto.