OF THIS SECTION
1(D).
(E)
WITHIN 30 DAYS AFTER THE CLOSING DATE, EXECUTIVE WILL MAKE AN
EFFECTIVE ELECTION WITH THE INTERNAL REVENUE SERVICE UNDER SECTION 83(B) OF THE
INTERNAL REVENUE CODE AND THE REGULATIONS PROMULGATED THEREUNDER, AS AMENDED
(THE "CODE"), IN THE FORM OF EXHIBIT B ATTACHED HERETO; PROVIDED THAT IF
EXECUTIVE IS NOT A RESIDENT OF UNITED STATES AND NOT OTHERWISE SUBJECT TO INCOME
TAXATION UNDER THE LAWS OF THE UNITED STATES, THEN EXECUTIVE SHALL NOT BE
REQUIRED TO MAKE SUCH AN ELECTION (BUT MAY MAKE SUCH ELECTION AT HIS OR HER
OPTION).
(F)
IN CONNECTION WITH THE PURCHASE AND SALE OF THE PURCHASED
SECURITIES, EXECUTIVE REPRESENTS AND WARRANTS TO THE COMPANY THAT AS OF THE DATE
HEREOF AND AS OF THE CLOSING:
(I)
THE PURCHASED SECURITIES TO BE ACQUIRED BY EXECUTIVE PURSUANT TO
THIS AGREEMENT WILL 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 OR FOREIGN SECURITIES LAWS, AND THE PURCHASED SECURITIES
WILL NOT BE DISPOSED OF IN CONTRAVENTION OF THE SECURITIES ACT OR ANY APPLICABLE
STATE OR FOREIGN 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 BY EXECUTIVE DOES NOT AND
WILL NOT CONFLICT WITH, VIOLATE OR CAUSE A BREACH OF ANY AGREEMENT OR INSTRUMENT
TO WHICH EXECUTIVE IS A PARTY OR SUBJECT OR ANY JUDGMENT, ORDER OR DECREE TO
WHICH EXECUTIVE IS SUBJECT.
(III)
ALL OF THE ROLLOVER SHARES ARE OWNED OF RECORD AND BENEFICIALLY
BY EXECUTIVE, FREE AND CLEAR OF ALL SECURITY INTERESTS, CLAIMS, LIENS, PLEDGES,
OPTIONS, ENCUMBRANCES, CHARGES, AGREEMENTS, VOTING TRUSTS, PROXIES AND OTHER
ARRANGEMENTS OR RESTRICTIONS WHATSOEVER ("ENCUMBRANCES"). ALL OF THE ROLLOVER
SHARES ARE VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE. AT THE CLOSING,
EXECUTIVE SHALL TRANSFER TO THE COMPANY THE ROLLOVER SHARES, FREE AND CLEAR OF
ALL ENCUMBRANCES.
(IV)
EXECUTIVE IS AN EMPLOYEE OF THE COMPANY, VWR OR THEIR RESPECTIVE
SUBSIDIARIES, IS SOPHISTICATED IN FINANCIAL MATTERS AND IS ABLE TO EVALUATE THE
RISKS AND BENEFITS OF THE INVESTMENT IN THE PURCHASED SECURITIES.
(V)
IF THE COMPANY HAS NOTIFIED EXECUTIVE (INCLUDING, WITHOUT
LIMITATION, BY A NOTICE SET FORTH ON THE SIGNATURE PAGE ATTACHED HERETO) THAT IT
IS RELYING OR MAY RELY ON AN EXEMPTION PURSUANT TO REGULATION D OF THE
SECURITIES ACT FOR THE ISSUANCE OF THE PURCHASED SECURITIES TO EXECUTIVE,
EXECUTIVE IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF REGULATION D OF THE
SECURITIES ACT.
(VI)
EXECUTIVE IS ABLE TO BEAR THE ECONOMIC RISK OF HIS INVESTMENT IN
THE PURCHASED SECURITIES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE PURCHASED
SECURITIES
3
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.
(VII)
EXECUTIVE (A) HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE
ANSWERS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING OF