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INVESTOR REPRESENTATION CERTIFICATE
RCM Technologies, Inc.
2500 McClellan Avenue
Suite 350
Pennsauken, New Jersey 08109-4613
Gentlemen:
This Certificate is being delivered in connection with a certain Stock
Purchase Agreement by and among the undersigned, RCM Technologies, Inc. ("RCM"),
and The Consortium ("Acquiree") dated March 1, 1996, pursuant to which RCM has
agreed to issue to the undersigned certain shares of its common stock (the
"Shares") in consideration for the undersigned's shares of Acquiree. In
connection therewith, the undersigned acknowledges and attests to the following,
all of which acknowledgements and attestations have been relied upon by RCM in
agreeing to sell the Shares to the undersigned pursuant to the Stock Purchase
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") pursuant to the
Exchange Act of 1934 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 constitute
"restricted securities" as defined in Rule 144 promulgated under the Act, and
accordingly, will not be registered under the Act, except as otherwise provided
in the Registration Rights Agreement, and, therefore, he may only be able to
sell or otherwise dispose of such Shares in accordance with Rule 144, pursuant
to an effective Registration Statement or otherwise pursuant to an exemption
form registration under the Act; (c) that the Shares so issued are being
acquired by him for his own benefit and on his own behalf for investment
purposes and not with a view to, or for resale in connection with, a public
offering or redistribution thereof; (d) that the Shares so issued will not be
resold (i) without registration thereof under the Act (unless in
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the opinion of counsel acceptable to RCM, an exemption from such registration is
available) or (ii) 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:
"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 STANDSTILL AND SHAREHOLDERS' AGREEMENT
DATED MARCH 11, 1996.
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 be a party to
the Stock Purchase Agreement solely on the information contained therein;
(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
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endorsed the merits of the sale of the Shares set forth within the Stock
Purchase 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.
IN WITNESS WHEREOF, the undersigned has executed this Investor
Representation Certificate on this 11th day of March, 1996.
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Witness
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