CDW 2012 Annual Report Download - page 195

of Units, if any. Any certificates evidencing Units held by Investor or Investor's Permitted Transferee shall be delivered
by Investor 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
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 the Units, together with unit powers previously delivered by Investor, or (ii)
deliver to the record holders of the Units all proceeds received by the Company from the transfer of the 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 the Units, together with unit powers previously
delivered by Investor. At the request of Investor, the Company shall provide to Investor the number of Units held by
Investor and copies of certificates representing such Units.
3.
Representations and Warranties of the Company
. As a material inducement to Investor to enter into
this Agreement and purchase the Units, the Company hereby represents and warrants to Investor that:
(a)
Organization
. The Company is a limited liability company duly organized and validly existing
under the laws of the State of Delaware.
(b)
Authorization; No Breach
. The execution, delivery and performance of this Agreement have been
duly authorized by the Company. The execution, delivery and performance of this Agreement and the consummation of
the transactions provided for herein will not result in the breach of any of the terms and provisions of, or constitute a
default under, or conflict with, or cause any acceleration of any other obligation of the Company.
(c)
Capital of the Company
. The Company is not subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any of its equity interests or any warrants, options or other rights to acquire its
equity interests, except pursuant to the LLC Agreement, the Unitholders Agreement, the Registration Agreement, this
Agreement and any Class A Common Unit Purchase and Exchange Agreement, Class A Common Unit Purchase
Agreement, Class A Common Unit Exchange Agreement, Class B Common Unit Grant Agreement or Deferred Unit
Agreement executed by the Company. All of the Company's outstanding Common Units, including the Units issued
hereunder, are validly issued.
4.
Investor's Representations and Warranties
. In connection with the purchase and sale of the Units
hereunder, Investor hereby represents and warrants to the Company that:
(a)
Investor's Investment Representations
. Investor hereby represents that he, she or it is acquiring the
Units to be acquired by him, her or it hereunder for his, her or its own account with the present intention of holding such
securities for investment purposes and that he, she or it has no intention of selling such securities in a public distribution
in violation of the federal securities laws or any applicable state or foreign securities laws. Investor acknowledges that
the Units have not been registered under the Securities Act or applicable state or foreign securities laws and that the
Units will be issued to Investor in reliance on exemptions from the registration requirements of the Securities Act and
applicable state and foreign statutes and in reliance on