Common use of Certain Risk Factors Clause in Contracts

Certain Risk Factors. The Shareholder understands the -------------------- speculative nature of and risks involved in the proposed investment in the Corporation, and all matters relating to the structure and the operations of the Corporation have been discussed and explained to Shareholder's satisfaction, including but not limited to the structure and ramifications of the Senior Subordinated Notes due 2006 of the Corporation in the principal amount of $175 million (the "Senior Notes") pursuant to and as more fully described in the Corporation's Offering Memorandum (the "Offering Memorandum"), dated November 20, 1996, as well as the Corporation's Registration Statement on Form S-4 (File No. 333-20397) filed with the Securities and Exchange Commission (the "Registration Statement"), copies of which have been previously provided to the Shareholder, as well as all matters with respect to the "Senior Bank Facilities" described therein. The Shareholder also acknowledges receipt of the Company's Annual Report on Form 10-K for the year ended December 31, 1997. The Shareholder specifically acknowledges his or her understanding that: (i) the presence of substantial amounts of debt creates significant risks, including that (A) although equity investments in highly leveraged companies such as the Corporation offer the opportunity for significant capital appreciation, such investments involve the highest degree of risks and can result in the loss of the Shareholder's entire investment, (B) other general business risks, including the effects of a recession, may have a more pronounced effect, (C) senior lending institutions and the holders of the Senior Notes may have rights to participate in certain decisions relating to the management of the Corporation, and (D) for the Corporation's debt to be repaid and for the Shareholder's equity investment in the Stock to have any value, the Corporation must achieve significant continued growth in financial performance in excess of its historical financial results; (ii) the Purchase Price for the Stock may not be indicative of the fair market value of such Stock; (iii) because the Stock is non-voting, the Shareholder will have no control over or influence in the management of the Corporation (other than by virtue of the Shareholder's position with the Corporation), and that the purchase of the Stock does not entitle the Shareholder to continued employment by the Corporation; (iv) the terms of the Senior Notes, the Corporation's Senior Bank Facilities, other contemplated financings and other documents relating to an investment in the Corporation are quite complex, that all such documents are available for inspection, that a review thereof is recommended, and that the Shareholder should consider obtaining counsel or other competent advisors before purchasing the Stock; (v) Questor Management Company ("Questor"), an affiliate of the Corporation's principal shareholder, Questor Partners Fund, L.P. ("Questor"), will receive a monthly management fee of approximately $70,833 pursuant to a Management and Consulting Agreement; (vi) the Corporation will have the unrestricted right to issue additional capital stock for any purpose deemed advisable by its Board of Directors, which may result in future dilution of a particular Shareholder's ownership interest in the Corporation provided, however, that if any time the Corporation in any manner subdivides or combines the outstanding shares of any class of Common Stock, the outstanding shares of Class C Common Stock will be proportionately subdivided or combined in a similar manner; and (vii) the Corporation will be subject to the additional "Risk Factors" described in the Offering Memorandum and/or Registration Statement.

Certain Risk Factors. The Shareholder Stockholder has reviewed, or has had an opportunity to review, copies of all documents entered into in connection with the acquisition of stock (the “Acquisition”) effected pursuant to that certain Stock Purchase Agreement, dated as of November 12, 2004 (including the exhibits and schedules thereto (the “Stock Purchase Agreement”), between the Company and ▇▇▇▇▇▇ International, L.P., a Delaware limited partnership (“Seller”). The Stockholder has also reviewed, or has had an opportunity to review, such other documents and information requested by the Stockholder to the Stockholder’s satisfaction. The Stockholder understands the -------------------- speculative nature of and risks involved in the proposed investment in the CorporationCompany, and all matters relating to the structure and the operations of the Corporation Company have been discussed and explained to Shareholder's such Stockholder’s satisfaction, including but not limited to the structure and ramifications of the Senior Subordinated Notes due 2006 of the Corporation in the principal amount of $175 million (the "Senior Notes") pursuant to and as more fully described in the Corporation's Offering Memorandum (the "Offering Memorandum"), dated November 20, 1996, as well as the Corporation's Registration Statement on Form S-4 (File No. 333-20397) filed with the Securities and Exchange Commission (the "Registration Statement"), copies of which have been previously provided to the Shareholder, as well as all matters with respect to the "Senior Bank Facilities" described therein. The Shareholder also acknowledges receipt of the Company's Annual Report on Form 10-K for the year ended December 31, 1997. The Shareholder Stockholder specifically acknowledges his or her such Stockholder’s understanding that: (iA) the Company intends to incur substantial debt to finance the Acquisition and the presence of substantial amounts of debt creates significant risks, including that (A1) although equity investments in highly leveraged companies such as the Corporation Company offer the opportunity for significant capital appreciation, such investments involve the highest degree of risks and can result in the loss of the Shareholder's Stockholder’s entire investment, (B2) other general business risks, including the effects of a recession, may have a more pronounced effect, and (C3) senior lending institutions and the holders of the Senior Notes may have certain limited rights to participate in certain decisions relating to the management of the Corporation, and (D) for the Corporation's debt to be repaid and for the Shareholder's equity investment in the Stock to have any value, the Corporation must achieve significant continued growth in financial performance in excess of its historical financial resultsCompany; (iiB) the Purchase Price amount contributed by such Stockholder for the Stock its Shares may not be indicative of the fair market value of such Stockthe Shares; (iiiC) because the Stock is non-votingStockholder, as a minority stockholder in the Shareholder Company, will have no control over or influence in the management of the Corporation (other than by virtue of the Shareholder's position with the Corporation), and that the purchase of the Stock does not entitle the Shareholder to continued employment by the CorporationCompany; (ivD) the terms of the Senior Notes, the Corporation's Senior Bank Facilities, other contemplated financings and other documents relating to an investment in the Corporation Loan Agreements are quite complex, that all such documents are not presently available for inspection, that a review thereof is recommended, and that the Shareholder should consider obtaining counsel or other competent advisors before purchasing the Stock; (vE) Questor Management each of (x) the BMP Investors or their Affiliates, and (y) SCP (1) will receive from the Company an annual management fee of $175,000, subject to increase, ("Questor"), an affiliate of the Corporation's principal shareholder, Questor Partners Fund, L.P. ("Questor"), 2) will receive a monthly management cash transaction fee in the amount of approximately $70,833 pursuant to a Management 0.5% of the Acquisition purchase price upon the consummation of the Acquisition, and Consulting Agreement; (vi3) each will receive an Add-On Acquisition Fee for future Company acquisitions. The “Add-On Acquisition phx-srv01\1468546v07 Fee” for each of (A) the Corporation will have BMP Investors or their Affiliates, and (B) SCP shall equal 1.5% of the unrestricted right to issue additional capital stock for any purpose deemed advisable by its Board first $10 million of Directors, which may result in future dilution the purchase price and 0.5% of a particular Shareholder's ownership interest in the Corporation provided, however, portion of the purchase price that if any time the Corporation in any manner subdivides or combines the outstanding shares of any class of Common Stock, the outstanding shares of Class C Common Stock will be proportionately subdivided or combined in a similar mannerexceeds $10 million; and (viiF) Section 13.7 of the Corporation will Stock Purchase Agreement provides that, if the Acquisition is not consummated on or before December 31, 2004, and certain other conditions exist, Seller shall be subject a third party beneficiary of this Agreement and be entitled to enforce the additional "Risk Factors" described in obligations of the Offering Memorandum and/or Registration StatementBMP Investors and SCP pursuant to Section 2(a) hereof.

Certain Risk Factors. The Shareholder Such Stockholder has reviewed, or has had an opportunity to review, copies of all documents entered into in connection with the Merger, including without limitation, the Certificate of Ownership and Merger pursuant to which the Merger will be accomplished and the Schedule 13e-3 describing the Merger (including exhibits and schedules thereto) and the related closing documents, and such Stockholder is familiar with the terms of the Merger. Such Stockholder also reviewed or has had an opportunity to review, (A) the Company’s Certificate of Incorporation and Bylaws, (B) Suntron’s filings with the SEC, and (C) such other documents and information requested by such Stockholder to such Stockholder’s satisfaction. Such Stockholder understands the -------------------- speculative nature of and risks involved in the proposed investment in the CorporationCompany, the Merger, and all matters relating to the structure and the operations of the Corporation Suntron have been discussed and explained to Shareholder's such Stockholder’s satisfaction, including but not limited to the structure and ramifications of the Senior Subordinated Notes due 2006 of the Corporation in the principal amount of $175 million (the "Senior Notes") pursuant to and as more fully described in the Corporation's Offering Memorandum (the "Offering Memorandum"), dated November 20, 1996, as well as the Corporation's Registration Statement on Form S-4 (File No. 333-20397) filed with the Securities and Exchange Commission (the "Registration Statement"), copies of which have been previously provided to the Shareholder, as well as all matters with respect to the "Senior Bank Facilities" described therein. The Shareholder also acknowledges receipt of the Company's Annual Report on Form 10-K for the year ended December 31, 1997. The Shareholder Such Stockholder specifically acknowledges his or her such Stockholder’s understanding that: (iA) Suntron has incurred substantial debt and the Company will incur additional debt (which will be transferred to Suntron pursuant to the Merger) to finance the Merger, and the presence of substantial amounts of debt creates significant risks, including that (A1) although equity investments in highly leveraged companies such as the Corporation Suntron offer the opportunity for significant capital appreciation, such investments involve the highest degree of risks and can result in the loss of the Shareholder's such Stockholder’s entire investment, (B2) other general business risks, including the effects of a recessionrecession or a downturn in the electronics industry, may have a more pronounced effect, (C3) senior lending institutions and the holders of the Senior Notes may have rights to participate in certain decisions relating to the management of the CorporationSuntron, and (D4) for the Corporation's Suntron’s debt to be repaid and for the Shareholder's equity such Stockholder’s investment in the Stock Shares to have any value, the Corporation Suntron must achieve significant continued growth in financial performance in excess of its historical financial resultsperformance; (iiB) such Stockholder (in the Purchase Price for case of Stockholders other than T▇▇▇▇▇-▇▇▇▇), as a minority stockholder in the Stock may not be indicative of Company or, following the fair market value of such Stock; (iii) because the Stock is non-votingMerger, the Shareholder Suntron will have no limited control over or influence in the management of the Corporation (other than by virtue of the Shareholder's position with the Corporation), and that the purchase of the Stock does not entitle the Shareholder to continued employment by the CorporationSuntron; (ivC) the Company is currently seeking financing to complete the Merger, such financing may or may not be on terms of the Senior Notes, the Corporation's Senior Bank Facilities, other contemplated financings and other documents relating to an investment in the Corporation are quite complex, that all such documents are available for inspection, that a review thereof is recommendedas favorable as Suntron’s existing debt, and that if such financing is not obtained on terms acceptable to the Shareholder should consider obtaining counsel or other competent advisors before purchasing Company, then the StockMerger will not be completed; (vD) Questor Management T▇▇▇▇▇-▇▇▇▇ will (1) receive from the Company ("Questor")and, following the Merger, Suntron, an affiliate of the Corporation's principal shareholder, Questor Partners Fund, L.P. ("Questor"), will receive a monthly annual management fee of approximately $70,833 750,000, pursuant to a Management and Consulting Agreement, a copy of which has been made available to such Stockholder, and (2) receive certain other fees for future acquisition, disposition and/or financing transactions; (viE) the Corporation Company and, following the Merger, Suntron has incurred and will have incur significant expenses in connection with the unrestricted right to issue additional capital stock for any purpose deemed advisable by its Board of Directors, which may result in future dilution of a particular Shareholder's ownership interest in Merger and the Corporation provided, however, that if any time the Corporation in any manner subdivides or combines the outstanding shares of any class of Common Stock, the outstanding shares of Class C Common Stock will be proportionately subdivided or combined in a similar mannerfinancing thereof; and (viiF) T▇▇▇▇▇ and B▇▇▇ will have the Corporation power to designate the Company’s directors, and will therefore be subject able to control the additional "Risk Factors" described in direction and future operations of the Offering Memorandum and/or Registration StatementCompany.