CDW 2012 Annual Report Download - page 197

(vi)
Investor acknowledges that the Units are subject to the restrictions contained in the LLC
Agreement and the Unitholders Agreement, and Investor has received and reviewed a copy of the LLC
Agreement and the Unitholders Agreement;
(vii)
Investor will not sell or otherwise transfer Common Units without registration under the
Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and
provided there exists such a registration or exemption, any transfer of Common Units by Investor or subsequent
holders of Common Units will be in compliance with the provisions of this Agreement, the LLC Agreement and
the Unitholders Agreement;
(viii)
Investor acknowledges that any certificate representing Common Units shall include such
legend(s) as the Company determines are necessary or advisable;
(ix)
Investor has all requisite legal capacity and authority and all material authorizations
necessary to carry out the transactions contemplated by this Agreement, the LLC Agreement and the Unitholders
Agreement; and the execution, delivery and performance of this Agreement, the LLC Agreement, the
Unitholders Agreement and all other agreements contemplated hereby and thereby to which Investor is a party
and the purchase of the Units hereunder has been duly authorized by Investor;
(x)
Investor has relied on the advice of, or has consulted with, only his, her or its own legal,
financial and tax advisors and the determination of Investor to acquire the Units pursuant to this Agreement has
been made by Investor independent of any statements or opinions as to the advisability of such acquisition or as
to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been
made or given by any other Person or by any agent or employee of such Person and independent of the fact that
any other Person is or has decided to become a unitholder of the Company;
(xi)
Investor is not acquiring the Units as a result of or subsequent to any advertisement, article,
notice or other communication published in any newspaper, magazine, internet publication or similar media or
broadcast over television, radio or the internet or presented at any seminar or meeting, or any solicitation of a
subscription by a Person not previously known to Investor in connection with investments in securities generally;
(xii) Investor is a resident of the state of [_______] ;
(xiii)
Investor acknowledges that neither the issuance of the Units to Investor nor any provision
contained in this Agreement, the LLC Agreement or the Unitholders Agreement shall entitle Investor to continue
to provide services to the Company and/or any of its Subsidiaries; and
(xiv)
Investor acknowledges that, except as required by applicable law, the Company shall have
no duty or obligation to disclose to Investor, and Investor shall have