Common use of Investment and Acknowledgment Letters Clause in Contracts

Investment and Acknowledgment Letters. Prior to his or her receipt of the certificate for shares of FOXY common stock to be issued to him or her, each shareholder of PRIMEPLAYER shall have executed and delivered to FOXY an investment letter in the form attached hereto as Exhibit 10.02 wherein each such shareholder acknowledges that the shares of FOXY Common Stock to be issued to, and received by, him or her after the Merger are being issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, and applicable state securities laws and may therefore not be subsequently sold or transferred unless and until that shareholder registers the same or such proposed sale or transfer is exempt from registration. Each PRIMEPLAYER shareholder shall also represent and acknowledge in such investment letter that the shares of FOXY acquired pursuant to this Agreement are acquired for investment purposes only and without a view to the further distribution thereof and that a standard restrictive legend to such effect shall be imprinted on the FOXY stock certificate he or she receives. As set forth in Exhibit 10.02, each PRIMEPLAYER shareholder shall further acknowledge and list that which he or she has relied upon in deciding whether to accept the terms of this proposed Merger and each shall additionally warrant and represent, inter alia, that he or she has had the opportunity to consult with counsel about this transaction and otherwise had the opportunity to ask FOXY's accountants and FOXY management any questions about the transaction that he or she might have had. (Exhibit 10.02.)

Investment and Acknowledgment Letters. Prior to his or her receipt of the certificate for shares of FOXY VISV common stock to be issued to him or her, each shareholder of PRIMEPLAYER WIDEBAND shall have executed and delivered to FOXY VISV an investment letter in the form attached hereto as Exhibit 10.02 wherein each such shareholder acknowledges that the shares of FOXY VISV Common Stock to be issued to, and received by, him or her after the Effective Date of the Merger are being issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, and applicable state securities laws and may therefore not be subsequently sold or transferred unless and until that shareholder registers the same or such proposed sale or transfer is exempt from registration. Each PRIMEPLAYER WIDEBAND shareholder shall also represent and acknowledge in such investment letter that the shares of FOXY VISV acquired pursuant to this Agreement are acquired for investment purposes only and without a view to the further distribution thereof and that a standard restrictive legend to such effect shall be imprinted on the FOXY VISV stock certificate he or she receives. As set forth in Exhibit 10.02, each PRIMEPLAYER WIDEBAND shareholder shall further acknowledge and list that which he or she has relied upon in deciding whether to accept the terms of this proposed Merger and each shall additionally warrant and represent, inter alia, that he or she has had the opportunity to consult with counsel about this transaction and otherwise had the opportunity to ask FOXYVISV's accountants and FOXY VISV management any questions about the transaction that he or she might have had. (See again Exhibit 10.02.)

Investment and Acknowledgment Letters. Prior to his or her receipt of the certificate for shares of FOXY OFSM common stock to be issued to him or her, each shareholder of PRIMEPLAYER IBL shall have executed and delivered to FOXY OFSM an investment letter in the form attached hereto as Exhibit 10.02 wherein each such shareholder acknowledges that the shares of FOXY OFSM Common Stock to be issued to, and received by, him or her after the Effective Date of the Merger are being issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, and applicable state securities laws and may therefore not be subsequently sold or transferred unless and until that shareholder registers the same or such proposed sale or transfer is exempt from registration. Each PRIMEPLAYER IBL shareholder shall also represent and acknowledge in such investment letter that the shares of FOXY OFSM acquired pursuant to this Agreement are acquired for investment purposes only and without a view to the further distribution thereof and that a standard restrictive legend to such effect shall be imprinted on the FOXY OFSM stock certificate he or she receives. As set forth in Exhibit 10.02, each PRIMEPLAYER IBL shareholder shall further acknowledge and list that which he or she has relied upon in deciding whether to accept the terms of this proposed Merger and each shall additionally warrant and represent, inter alia, that he or she has had the opportunity to consult with counsel about this transaction and otherwise had the opportunity to ask FOXYOFSM's accountants and FOXY OFSM management any questions about the transaction that he or she might have had. (See again Exhibit 10.02.)