CDW 2012 Annual Report Download - page 172

(d)
Possession of Certificates
. Until the earlier to occur of a Sale of the Company and an IPO, any
certificates evidencing Executive Units shall be held by the Company for the benefit of Executive and the other holder(s)
of Executive Units, if any. Any certificates evidencing Executive Units held by Executive or Executive's Permitted
Transferee shall be delivered by Executive to the Company, together with appropriate irrevocable unit powers undated
and duly executed in blank sufficient to transfer title thereto upon the occurrence of a Sale of the Company or otherwise
upon a repurchase of such Executive Units hereunder. Upon the occurrence of a Sale of the Company, the Company
shall either (i) return to the record holders thereof any certificates representing Vested Units (as defined in
Section 2(a)
below), together with unit powers previously delivered by Executive, or (ii) deliver to the record holders of the
Executive Units all proceeds received by the Company from the transfer of the Vested Units in connection with a Sale of
the Company. Upon the occurrence of an IPO or a Section 351 Transaction, the Company shall return to the record
holders thereof any certificates representing Vested Units, together with unit powers previously delivered by Executive.
(e)
Executive Representations and Warranties
. In connection with the grant of the Executive Units
hereunder, Executive hereby represents and warrants to the Company that:
(i)
The Executive Units to be acquired by Executive pursuant to this Agreement shall be
acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of
the Securities Act, or any applicable state securities laws, and the Executive Units shall not be disposed of in
contravention of the Securities Act or any applicable state securities laws;
(ii)
This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable
in accordance with its terms, and the execution, delivery and performance of this Agreement and the LLC
Agreement by Executive do not and shall not conflict with, violate or cause a breach of any agreement, contract
or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject;
(iii)
Executive is an officer or executive or director-
level employee of the Company and of
CDW, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the
Executive Units; and
(iv)
Executive is able to bear the economic risk of the Executive Units for an indefinite period
of time because the Executive Units have not been registered under the Securities Act and, therefore, cannot be
sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
(v)
Executive has had an opportunity to ask questions and receive answers concerning the terms
and conditions of the Executive Units and has had full access to such other information concerning the Company
as he or she has requested. Executive has reviewed, or has had an opportunity to review, the LLC Agreement in
connection with the receipt of the Executive Units hereunder.
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