CDW 2012 Annual Report Download - page 196

Investor's representations and agreements contained herein and in the LLC Agreement and the Unitholders Agreement.
(b)
No Conflict
. The execution, delivery and performance by Investor of this Agreement and the
consummation of the transactions contemplated hereby, do not and will not (with or without the giving of notice, the
lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require
approval, consent or authorization under (i) any Legal Requirements applicable to Investor or (ii) any contract to which
Investor is a party or by which Investor or any of its properties or assets may be bound or affected.
(c)
Other Representations and Warranties of Investor
. Investor hereby further represents and warrants
to the Company that:
(i)
Investor is a member of the Board and/or the board of managers or board of directors of one
or more Subsidiaries of the Company.
(ii)
Investor acknowledges that this Agreement has been executed and delivered, and the Units
have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements
between the Company and Investor;
(iii)
Investor has had an opportunity to ask questions and receive answers concerning the terms
and conditions of the Units to be acquired by him, her or it hereunder and has had full access to such other
information concerning the Company (including access to the Company's Certificate of Formation, the LLC
Agreement, the Unitholders Agreement and an Offering Summary (including exhibits thereto)) as Investor may
have requested in making his, her or its decision to invest in the Units being issued hereunder;
(iv)
Investor is an "accredited investor" as defined in Rule 501(a) under the Securities Act
and/or has, by reason of his or her business and financial experience and the business and financial experience of
those retained by him or her such knowledge, sophistication and experience in business and financial matters so
as to be capable of evaluating the merits and risks of holding the Units such that Investor is sophisticated as
contemplated by Rule 506(b)(2)(ii) under the Securities Act;
(v)
Investor is able to bear the economic risk and lack of liquidity of an investment in the
Company and is able to bear the risk of loss of his, her or its entire investment in the Company, and Investor fully
understands and agrees that he, she or it may have to bear the economic risk of his, her or its purchase for an
indefinite period of time because, among other reasons, the Units have not been registered under the Securities
Act or under the securities laws of any state or foreign nation and, therefore, cannot be resold, pledged, assigned
or otherwise disposed of unless they are subsequently registered under the Securities Act and under the
applicable securities laws of certain states or foreign nations or unless an exemption from such registration is
available;