\PHILA2\63557_1
INVESTOR REPRESENTATION CERTIFICATE
[CATARACT SHAREHOLDER]
RCM Technologies, Inc.
2500 McClellan Avenue
Suite 350
Pennsauken, New Jersey 08109-4613
Gentlemen:
This Certificate will acknowledge that in connection with a certain Merger
Agreement by and among the undersigned, RCM Technologies, Inc. ("RCM"), CI
Acquisition Corp. ("Acquiror") and Cataract, Inc. ("Acquiree") on even date
herewith, RCM has agreed to transfer to the undersigned certain shares of its
common stock (the "Shares").
This Certificate will further acknowledge that in connection with the
transfer of the Shares, the undersigned acknowledges and attests to the
following, all of which acknowledgements and attestations have been relied upon
by RCM in agreeing to transfer the Shares to the undersigned pursuant to such
Merger Agreement:
(i) except with respect to the rights granted to the undersigned pursuant
to the Registration Rights Agreement also entered into on even date herewith,
the Shares are not being registered under the Securities Act of 1933, as amended
(the "Act") on the basis of the statutory exemption provided by Section (4)2
thereof, relating to transactions not involving a public offering, and that
RCM's reliance on the statutory exemption thereof is based in part on the
representations made by the undersigned in this Certificate;
(ii) the undersigned acknowledges and represents: (a) that he has reviewed
such quarterly, annual and periodic reports of RCM as have been filed with the
Securities and Exchange Commission (the "Reports") and that he has such
knowledge and experience in financial and business matters that he is capable of
utilizing the information set forth therein, concerning RCM to evaluate the risk
of investing in RCM; (b) that he has been advised that the Shares to be issued
to him by RCM will not be registered under the Act, except as otherwise provided
in the Registration Rights Agreement, and accordingly, he may only be able to
sell or otherwise dispose of such Shares in accordance with Rule 144 or except
as otherwise provided in the Registration Rights Agreement; (c) that the Shares
will be held for investment and not with a view to, or for resale in connection
with the public offering or distribution thereof; (d) that the Shares so issued
will not be sold without registration thereof under the Act (unless the Shares
are subject to registration or in the opinion of counsel to the Company an
exemption from such registration is available), or in violation of any law; and
(e) that Certificate or Certificates representing the Shares to be issued will
be imprinted with a legend in form and substance substantially as follows:
1
\PHILA2\63557_1
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION, OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION, UNDER THE SECURITIES ACT OF
1933, AS AMENDED, BASED ON AN OPINION LETTER OF COUNSEL FOR THE COMPANY OR A NO-
ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. THE CERTIFICATES
REPRESENTING THESE SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS UPON RESALE
AND TO THE TERMS AND PROVISIONS OF A STOCK PLEDGE AGREEMENT DATED
August 30___________, 1995.
and RCM is hereby authorized to notify its transfer agent of the status of
the Shares and to take such other action including, but not limited to, the
placing of a "stop-transfer" order on the transfer agent's books and records to
assure compliance with the Securities Act of 1933, as amended.
(iii) the undersigned has been afforded the opportunity to review and is
familiar with the Reports of RCM and has based his decision to invest solely on
the information contained therein and has not been furnished with any other
literature, prospectus or other information except as included in the Reports;
(iv) the undersigned is able to bear the economic risks of an investment in
the Shares and he represents and warrants that his overall commitment to his
investments which are not readily marketable is not disproportionate to his net
worth;
(v) (a) he is at least 21 years of age; (b) he has adequate means of
providing for his current needs and personal contingencies; (c) he has no need
for liquidity in his investment in the Shares; (d) he maintains his domicile and
is not a transient or temporary resident at the address shown above; and (e) all
of his investments and commitments to non-liquid assets and similar investments
are, and after his acquisition of the Shares, will be reasonable in relation to
his net worth and current needs;
(vi) the undersigned understands that no federal or state agency has
approved or disapproved the Shares, passed upon or endorsed the merits of the
transfer of the Shares set forth within the Merger Agreement or made any finding
or determination as to the fairness of the Shares for investment; and
(vii) the undersigned recognizes that the Shares of common stock of RCM are
presently eligible for trading on The NASDAQ Stock Market-Small Cap Index,
however, that RCM has made no representations, warranties or assurances as to
the future trading value of the Shares, whether a public market will continue to
exist for the resale of the Shares, or whether the Shares can be sold at a price
reflective of past trading history at any time in the future.
2
\PHILA2\63557_1
The undersigned agrees to indemnify and hold harmless RCM, Acquiror and
both of their officers, directors and employees from and against any and all
loss, damage or liability (including attorney's fees), due to, or arising out
of, a breach of any representation or warranty made by the undersigned contained
in this Investor Representation Certificate. Furthermore, the undersigned
acknowledges that this Investor Representation Certificate constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior or contemporaneous agreements. Furthermore, the
representations, warranties and agreements contained herein shall survive
delivery of the Shares.
IN WITNESS WHEREOF, the undersigned has executed this Investor
Representation Certificate on this _30th day of _August________, 1995.
_________________________ ________________________________
Witness [Cataract Shareholder]
3