Common use of Affiliate Letters Clause in Contracts

Affiliate Letters. (a) Prior to the date the Registration Statement becomes effective, B shall deliver to the Company and A a list of names and addresses of those persons who were, in B's reasonable judgment, at the record date for the B Stockholders' Meeting to approve the B Merger, Rule 145 Affiliates of B. B shall use its reasonable best efforts to deliver or cause to be delivered to A prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT J hereto, executed by each of the Rule 145 Affiliates of B identified in the foregoing list. The Company shall be entitled to place legends as specified in such affiliate letters on the certificates evidencing any Company Common Stock or Notes to be received by such Rule 145 Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Company Common Stock or Notes, consistent with the terms of such affiliate letters. B has set forth in SECTION 7.05(a) of the B Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of B. (b) Prior to the date the Registration Statement becomes effective, A shall deliver to the Company and B a list of names and addresses of those persons who were, in A's reasonable judgment, at the record date for the A Stockholders' Meeting to approve the A Merger, Rule 145 Affiliates of A. A shall use its reasonable best efforts to deliver or cause to be delivered to B, prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT J hereto, executed by each of the Rule 145 Affiliates of A identified in the foregoing list. The Company shall be entitled to place legends as specified in such affiliate letters on the certificates evidencing any Company Common Stock to be received by such Rule 145 Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Company Common Stock, consistent with the terms of such affiliate letters. A shall set forth in SECTION 7.05(b) of the A Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of A.

Affiliate Letters. (a) Prior to the date Closing Date, the Registration Statement becomes effectiveCompany shall identify to Parent all Persons who, B at the time of the Company Shareholders Meeting, the Company believes may be “affiliates” of the Company within the meaning of Rule 145 under the Securities Act (each an “Affiliate”). The Company shall use its commercially reasonable best efforts to provide Parent with such information as Parent shall reasonably request for purposes of making its own determination of Persons who may be deemed to be Affiliates of the Company. The Company shall use its commercially reasonable best efforts to deliver to Parent prior to the Closing Date a letter from each of such Affiliates identified by the Company and A Parent in substantially the form attached hereto as Exhibit 4.9(a) (the “Affiliate Letters”). (b) Parent shall file the reports required to be filed by it under Rule 144(c) under the Securities Act to enable any Affiliate to sell Parent Shares received by such Affiliate in the Merger without registration pursuant to Rule 145(d) under the Securities Act or any successor rule or regulation hereafter adopted by the SEC. Further, upon the written request of one or more Affiliates made after the six month anniversary of the Closing, Parent shall file a list of names and addresses of those persons who were, in B's reasonable judgmentregistration statement with the SEC, at Parent’s expense, covering the record date for resale of Parent Shares received by such Affiliates pursuant to the B Stockholders' Meeting to approve the B Merger, Rule 145 Affiliates of B. B ; and shall use its reasonable best efforts to deliver cause such registration statement to become effective as promptly as is practicable and remain in effect until the earlier of (i) the resale of all such Parent Shares or cause to (ii) the date on which such Parent Shares may be delivered to A prior to resold by the Closing DateAffiliates without registration under the Securities Act. In lieu of such separate registration statement, an affiliate letter, in Parent may include the form attached as EXHIBIT J hereto, executed by each resale of the Rule 145 Affiliates of B identified foregoing Parent Shares in the foregoing list. The Company shall be entitled to place legends as specified a registration statement filed in such affiliate letters on the certificates evidencing any Company Common Stock or Notes to be received by such Rule 145 Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Company Common Stock or Notes, consistent connection with the terms of such affiliate letters. B has set forth Qualified Financing referenced in SECTION 7.05(aExhibit 1.6(a) of the B Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of B. (b) Prior to the date the Registration Statement becomes effective, A shall deliver to the Company and B a list of names and addresses of those persons who were, in A's reasonable judgment, at the record date for the A Stockholders' Meeting to approve the A Merger, Rule 145 Affiliates of A. A shall use its reasonable best efforts to deliver or cause to be delivered to B, prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT J hereto, executed by each of the Rule 145 Affiliates of A identified in the foregoing list. The Company shall be entitled to place legends as specified in such affiliate letters on the certificates evidencing any Company Common Stock to be received by such Rule 145 Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Company Common Stock, consistent with the terms of such affiliate letters. A shall set forth in SECTION 7.05(b) of the A Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of A..

Affiliate Letters. (a) Prior to the date the Registration Statement becomes effective, B shall deliver to the Company and A a list of names and addresses of those persons who were, in B's reasonable judgment, at the record date for the B Stockholders' Meeting to approve the B Merger, Rule 145 Affiliates of B. B shall use its reasonable best efforts to deliver or cause to be delivered to A prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT Exhibit J hereto, executed by each of the Rule 145 Affiliates of B identified in the foregoing list. The Company shall be entitled to place legends as specified in such affiliate letters on the certificates evidencing any Company Common Stock or Notes to be received by such Rule 145 Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Company Common Stock or Notes, consistent with the terms of such affiliate letters. B has set forth in SECTION Section 7.05(a) of the B Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of B. (b) Prior to the date the Registration Statement becomes effective, A shall deliver to the Company and B a list of names and addresses of those persons who were, in A's reasonable judgment, at the record date for the A Stockholders' Meeting to approve the A Merger, Rule 145 Affiliates of A. A shall use its reasonable best efforts to deliver or cause to be delivered to B, prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT Exhibit J hereto, executed by each of the Rule 145 Affiliates of A identified in the foregoing list. The Company shall be entitled to place legends as specified in such affiliate letters on the certificates evidencing any Company Common Stock to be received by such Rule 145 Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Company Common Stock, consistent with the terms of such affiliate letters. A shall set forth in SECTION Section 7.05(b) of the A Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of A.

Affiliate Letters. (a) Prior to the date the Registration The Disclosure Statement becomes effective, B shall deliver to the Company and A sets forth a list of names and addresses of those persons who were, in B's reasonable judgment, at are "affiliates" of Island within the record date for the B Stockholders' Meeting to approve the B Merger, meaning of Rule 145 Affiliates under the Securities Act ("Rule 145"), including, without limitation, any Island Stockholder who or which holds of B. B record more than ten percent (10%) of the outstanding Island Shares and all officers and directors of Island (each an "Island Affiliate"). Island shall use its reasonable best efforts provide Bancorp such information and documents as Bancorp shall reasonably request for purposes of reviewing the accuracy and completeness of such list. There shall be added to such list the names and addresses of any other Person who becomes a Island Affiliate at any time after the date hereof up to and including the time of the Special Island Meeting or who Bancorp reasonably identifies (by written notice to Island) as being a Person who may be deemed to be an Island Affiliate. Not less than forty-five (45) days prior to the Closing Date, Island shall deliver or cause to be delivered to A prior to Bancorp, from each of the Closing DateIsland Affiliates identified on the Disclosure Statement (as the same may be supplemented as aforesaid), an affiliate letter, a letter substantially in the form attached of Exhibit "E" hereto (the "Affiliate Letter"), which shall contain (i) a covenant that such Affiliate shall not sell or otherwise dispose of any shares of Bancorp Purchase Stock issued to it in the Merger until such time as EXHIBIT J heretofinal results of operations of Bancorp covering at least thirty (30) days of combined operations of Bancorp and Island have been published, executed by each and (ii) a covenant that such Island Affiliate will not sell or otherwise dispose of any shares of Bancorp Purchase Stock issued to it in the Merger, except pursuant to an effective registration statement under the Securities Act or in accordance with the provisions of paragraph (d) of Rule 145 Affiliates of B identified in or another exemption from registration under the foregoing list. The Company Securities Act. b) Bancorp shall be entitled to place appropriate legends as specified in such affiliate letters on the certificates evidencing any Company Common the Bancorp Purchase Stock or Notes to be received by such Rule 145 Island Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop stock transfer instructions to the transfer agent for the Company Common Stock or Notes, consistent with the terms of such affiliate letters. B has set forth in SECTION 7.05(a) of the B Disclosure Schedule the names of those persons whoTransfer Agent, to its knowledge, are currently Rule 145 Affiliates the effect that the shares of B. (b) Prior to the date the Registration Statement becomes effective, A shall deliver to the Company and B a list of names and addresses of those persons who were, in A's reasonable judgment, at the record date for the A Stockholders' Meeting to approve the A Merger, Rule 145 Affiliates of A. A shall use its reasonable best efforts to deliver Bancorp Purchase Stock received or cause to be delivered to B, prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT J hereto, executed by each of the Rule 145 Affiliates of A identified in the foregoing list. The Company shall be entitled to place legends as specified in such affiliate letters on the certificates evidencing any Company Common Stock to be received by such Rule 145 Island Affiliates pursuant to the terms of this AgreementAgreement may only be sold, transferred or otherwise conveyed, and the holder thereof may only reduce his interest in or risks relating to issue appropriate stop such shares of Bancorp Purchase Stock, pursuant to an effective registration statement under the Securities Act or in accordance with the provisions of paragraph (d) of Rule 145 or another exemption from registration under the Securities Act and, in any event, only after financial results covering at least 30 days of combined operations of Bancorp and Island after the Effective Date shall have been published. For Island Affiliates who will be Affiliates of Bancorp after Closing, additional legends and stock transfer instructions shall be imposed as deemed necessary by Bancorp to comply with applicable laws, rules and regulations. The foregoing restrictions on the transfer agent for the Company Common Stocktransferability of Bancorp Purchase Stock shall apply to all purported sales, consistent with the terms of such affiliate letters. A shall set forth in SECTION 7.05(b) transfers and other conveyances of the A Disclosure Schedule shares of Bancorp Purchase Stock received or to be received by such Island Affiliates pursuant to this Agreement and to all purported reductions in the names interest in or risks relating to such shares of those persons who, to its knowledge, are currently Rule 145 Affiliates the Bancorp Purchase Stock whether or not such Island Affiliate has exchanged the Certificates previously evidencing such Island Affiliate's Shares for certificates evidencing the shares of A.Bancorp Purchase Stock into which such Island Shares were converted. The Proxy Statement and the Registration Statement shall disclose the foregoing in a reasonably prominent manner.

Affiliate Letters. (a) Prior At least 30 days prior to the date the Registration Statement becomes effectiveClosing Date, B KNOGO shall deliver to the Company and A VIDEO a list of names and addresses of those persons who were, in BKNOGO's reasonable judgment, at the record date for the B KNOGO Stockholders' Meeting to approve Meeting, "affiliates" of KNOGO (each such person, a "KNOGO AFFILIATE") within the B Merger, meaning of Rule 145 Affiliates of B. B the rules and regulations promulgated under the Securities Act. KNOGO shall provide VIDEO with such information and documents as VIDEO shall reasonably request for purposes of reviewing such list. KNOGO shall use its reasonable best efforts to deliver or cause to be delivered to A VIDEO, prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT J hereto, executed by from each of the Rule 145 KNOGO Affiliates of B identified in the foregoing list. The Company , an Affiliate Letter in the form attached hereto as EXHIBIT C. SENTRY shall be entitled to place legends as specified in such affiliate letters Affiliate Letters on the certificates evidencing any Company SENTRY Common Stock or Notes to be received by such Rule 145 KNOGO Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Company SENTRY Common Stock or NotesStock, consistent with the terms of such affiliate letters. B has set forth in SECTION 7.05(a) of the B Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of B.Affiliate Letters. (b) Prior At least 30 days prior to the date the Registration Statement becomes effectiveClosing Date, A VIDEO shall deliver to the Company and B KNOGO a list of names and addresses of those persons who were, in AVIDEO's reasonable judgment, at the record date for the A VIDEO Stockholders' Meeting to approve Meeting, "affiliates" of VIDEO (each such person, a "VIDEO AFFILIATE") within the A Merger, meaning of Rule 145 Affiliates of A. A the rules and regulations promulgated under the Securities Act. VIDEO shall provide KNOGO with such information and documents as KNOGO shall reasonably request for purposes of reviewing such list. VIDEO shall use its reasonable best efforts to deliver or cause to be delivered to BKNOGO, prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT J hereto, executed by from each of the Rule 145 VIDEO Affiliates of A identified in the foregoing list. The Company , an Affiliate Letter in the form attached hereto as EXHIBIT C. SENTRY shall be entitled to place legends as specified in such affiliate letters Affiliate Letters on the certificates evidencing any Company SENTRY Common Stock to be received by such Rule 145 VIDEO Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Company SENTRY Common Stock, consistent with the terms of such affiliate letters. A shall set forth in SECTION 7.05(b) of the A Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of A.Affiliate Letters.

Affiliate Letters. (a) Prior At least 30 days prior to the date the Registration Statement becomes effectiveClosing Date, B KNOGO shall deliver to the Company and A VIDEO a list of names and addresses of those persons who were, in BKNOGO's reasonable judgment, at the record date for the B KNOGO Stockholders' Meeting to approve Meeting, "affiliates" of KNOGO (each such person, a "KNOGO Affiliate") within the B Merger, meaning of Rule 145 Affiliates of B. B the rules and regulations promulgated under the Securities Act. KNOGO shall provide VIDEO with such information and documents as VIDEO shall reasonably request for purposes of reviewing such list. KNOGO shall use its reasonable best efforts to deliver or cause to be delivered to A VIDEO, prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT J hereto, executed by from each of the Rule 145 KNOGO Affiliates of B identified in the foregoing list. The Company , an Affiliate Letter in the form attached hereto as Exhibit C. SENTRY shall be entitled to place legends as specified in such affiliate letters Affiliate Letters on the certificates evidencing any Company SENTRY Common Stock or Notes to be received by such Rule 145 KNOGO Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Company SENTRY Common Stock or NotesStock, consistent with the terms of such affiliate letters. B has set forth in SECTION 7.05(a) of the B Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of B.Affiliate Letters. (b) Prior At least 30 days prior to the date the Registration Statement becomes effectiveClosing Date, A VIDEO shall deliver to the Company and B KNOGO a list of names and addresses of those persons who were, in AVIDEO's reasonable judgment, at the record date for the A VIDEO Stockholders' Meeting to approve Meeting, "affiliates" of VIDEO (each such person, a "VIDEO Affiliate") within the A Merger, meaning of Rule 145 Affiliates of A. A the rules and regulations promulgated under the Securities Act. VIDEO shall provide KNOGO with such information and documents as KNOGO shall reasonably request for purposes of reviewing such list. VIDEO shall use its reasonable best efforts to deliver or cause to be delivered to BKNOGO, prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT J hereto, executed by from each of the Rule 145 VIDEO Affiliates of A identified in the foregoing list. The Company , an Affiliate Letter in the form attached hereto as Exhibit C. SENTRY shall be entitled to place legends as specified in such affiliate letters Affiliate Letters on the certificates evidencing any Company SENTRY Common Stock to be received by such Rule 145 VIDEO Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer 35 agent for the Company SENTRY Common Stock, consistent with the terms of such affiliate letters. A shall set forth in SECTION 7.05(b) of the A Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of A.Affiliate Letters.

Affiliate Letters. (a) Prior to the date the Registration Statement becomes effective, B shall deliver to the Company and A SCHEDULE 6.5 sets forth a list of names and addresses of those persons Persons who were, in B's reasonable judgment, at may be deemed "affiliates" of Red Cannxx xxxhin the record date for the B Stockholders' Meeting to approve the B Merger, meaning of Rule 145 Affiliates under the Securities Act ("Rule 145"), including the Red Cannxx Xxxncipal Stockholders (as defined in Section 6.7) and all officers and directors of B. B Red Cannxx (xxch an "Affiliate"). Red Cannxx xxxll provide the Company such information and documents as the Company shall use its reasonable best efforts reasonably request for purposes of reviewing the accuracy and completeness of such list. There shall be added to such list the names and addresses of any other Person who becomes an Affiliate of Red Cannxx xx any time after the date hereof up to and including the time of Red Cannxx Xxxting or who the Company reasonably identifies (by written notice to Red Cannxx) xx being a Person who may be deemed to be an Affiliate of Red Cannxx. Xxd Cannxx xxxll deliver or cause to be delivered to A prior to the Closing DateCompany, an affiliate letterconcurrent herewith, from each of the Affiliates identified on SCHEDULE 6.5 (as the same may be supplemented as aforesaid), a letter in the form attached as of EXHIBIT J C hereto, executed which shall contain (i) a representation that on the date hereof, such Affiliate had no plan or intention to sell, exchange or otherwise dispose of any Red Cannxx Xxxmon Stock owned by each it as of the Rule 145 Affiliates date hereof, (ii) a covenant that such Affiliate shall not sell or otherwise dispose of B identified any shares of Red Cannxx Xxxmon Stock until such time as final results of operations of Red Cannxx xxxering at least thirty (30) days of combined operations of Red Cannxx xxx the Company have been published and (iii) a covenant that such Affiliate will not sell or otherwise dispose of any shares of Red Cannxx Xxxmon Stock issued to it in the foregoing list. The Company shall Merger, except pursuant to an effective registration statement under the Securities Act or an applicable exemption from registration under the Securities Act. (b) Red Cannxx xxxll be entitled to place appropriate legends as specified in such affiliate letters on the certificates evidencing any Company Common the Red Cannxx Xxxmon Stock or Notes to be received owned by such Rule 145 Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop stock transfer instructions to the transfer agent for the Company Common Stock or NotesRed Cannxx Xxxmon Stock, consistent with to the terms of such affiliate letters. B has set forth in SECTION 7.05(a) effect that the shares of the B Disclosure Schedule Red Cannxx Xxxmon Stock owned by such Affiliates may only be sold, transferred or otherwise conveyed, and the names holder thereof may only reduce his interest in or risks relating to such shares of those persons whoRed Cannxx Xxxmon Stock, pursuant to its knowledgean effective registration statement under the Securities Act or in accordance with an exemption from registration under the Securities Act and, are currently Rule 145 in any event, only after financial results covering at least 30 days of combined operations of Red Cannxx xxx the Company after the Effective Time shall have been published. The foregoing restrictions on the transferability of the Red Cannxx Xxxmon Stock shall apply to all purported sales, transfers and other conveyances of the shares of Red Cannxx Xxxmon Stock owned by such Affiliates and to all purported reductions in the interest in or risks relating to such shares of B. (b) Prior to the date Red Cannxx Xxxmon Stock. The Proxy Statement and the Registration Statement becomes effective, A shall deliver to the Company and B a list of names and addresses of those persons who were, in A's reasonable judgment, at the record date for the A Stockholders' Meeting to approve the A Merger, Rule 145 Affiliates of A. A shall use its reasonable best efforts to deliver or cause to be delivered to B, prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT J hereto, executed by each of the Rule 145 Affiliates of A identified in disclose the foregoing list. The Company shall be entitled to place legends as specified in such affiliate letters on the certificates evidencing any Company Common Stock to be received by such Rule 145 Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Company Common Stock, consistent with the terms of such affiliate letters. A shall set forth in SECTION 7.05(b) of the A Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of A.a reasonably prominent manner.

Affiliate Letters. (a) Prior At least 30 days prior to the date the Registration Statement becomes effectiveClosing Date, B KNOGO shall deliver to the Company and A VIDEO a list of names and addresses of those persons who were, in BKNOGO's reasonable judgment, at the record date for the B KNOGO Stockholders' Meeting to approve Meeting, "affiliates" of KNOGO (each such person, a "KNOGO Affiliate") within the B Merger, meaning of Rule 145 Affiliates of B. B the rules and regulations promulgated under the Securities Act. KNOGO shall provide VIDEO with such information and documents as VIDEO shall reasonably request for purposes of reviewing such list. KNOGO shall use its reasonable best efforts to deliver or cause to be delivered to A VIDEO, prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT J hereto, executed by from each of the Rule 145 KNOGO Affiliates of B identified in the foregoing list. The Company , an Affiliate Letter in the form attached hereto as Exhibit C. SENTRY shall be entitled to place legends as specified in such affiliate letters Affiliate Letters on the certificates evidencing any Company SENTRY Common Stock or Notes to be received by such Rule 145 KNOGO Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Company SENTRY Common Stock or NotesStock, consistent with the terms of such affiliate letters. B has set forth in SECTION 7.05(a) of the B Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of B.Affiliate Letters. (b) Prior At least 30 days prior to the date the Registration Statement becomes effectiveClosing Date, A VIDEO shall deliver to the Company and B KNOGO a list of names and addresses of those persons who were, in AVIDEO's reasonable judgment, at the record date for the A VIDEO Stockholders' Meeting to approve Meeting, "affiliates" of VIDEO (each such person, a "VIDEO Affiliate") within the A Merger, meaning of Rule 145 Affiliates of A. A the rules and regulations promulgated under the Securities Act. VIDEO shall provide KNOGO with such information and documents as KNOGO shall reasonably request for purposes of reviewing such list. VIDEO shall use its reasonable best efforts to deliver or cause to be delivered to BKNOGO, prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT J hereto, executed by from each of the Rule 145 VIDEO Affiliates of A identified in the foregoing list. The Company , an Affiliate Letter in the form attached hereto as Exhibit C. SENTRY shall be entitled to place legends as specified in such affiliate letters Affiliate Letters on the certificates evidencing any Company SENTRY Common Stock to be received by such Rule 145 VIDEO Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Company Common Stock, consistent with the terms of such affiliate letters. A shall set forth in SECTION 7.05(b) of the A Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of A.transfer

Affiliate Letters. (a) Prior to the date the Registration Statement becomes effective, B shall deliver to the Company and A SCHEDULE 5.4 sets forth a list of names and addresses of those persons Persons who were, in B's reasonable judgment, at may be deemed "affiliates" of the record date for Company within the B Stockholders' Meeting to approve the B Merger, meaning of Rule 145 Affiliates under the Securities Act ("Rule 145"), including all officers and directors of B. B the Company (each an "Affiliate"). The Company shall use its reasonable best efforts provide Red Cannxx xxxh information and documents as Red Cannxx xxxll reasonably request for purposes of reviewing the accuracy and completeness of such list. There shall be added to such list the names and addresses of any other Person who becomes an Affiliate of the Company at any time after the date hereof up to and including the time of the Company Special Meeting or who Red Cannxx xxxsonably identifies (by written notice to the Company) as being a Person who may be deemed to be an Affiliate of the Company. The Company shall deliver or cause to be delivered to A prior to Red Cannxx, xxncurrent herewith, from each of the Closing DateAffiliates identified on SCHEDULE 5.4 (as the same may be supplemented as aforesaid), an affiliate letter, a letter in the form attached as of EXHIBIT J heretoA hereto which shall contain (i) a representation that on the date hereof, executed by each such Affiliate has no plan or intention to sell, exchange or otherwise dispose of the Red Cannxx Xxxmon Stock received by it pursuant to the Merger, (ii) a covenant that such Affiliate shall not sell or otherwise dispose of any shares of Red Cannxx Xxxmon Stock issued to it in the Merger until such time as final results of operations of Red Cannxx xxxering at least thirty (30) days of combined operations of Red Cannxx xxx the Company have been published and (iii) a covenant that such Affiliate will not sell or otherwise dispose of any shares of Red Cannxx Xxxmon Stock issued to it in the Merger, except pursuant to an effective registration statement under the Securities Act or in accordance with the provisions of paragraph (d) of Rule 145 Affiliates of B identified in or another exemption from registration under the foregoing list. The Company shall Securities Act. (b) Red Cannxx xxxll be entitled to place appropriate legends as specified in such affiliate letters on the certificates evidencing any Company Common the Red Cannxx Xxxmon Stock or Notes to be received by such Rule 145 Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop stock transfer instructions to the transfer agent for the Company Common Stock or NotesRed Cannxx Xxxmon Stock, consistent with to the terms of such affiliate letters. B has set forth in SECTION 7.05(a) effect that the shares of the B Disclosure Schedule the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of B. (b) Prior to the date the Registration Statement becomes effective, A shall deliver to the Company and B a list of names and addresses of those persons who were, in A's reasonable judgment, at the record date for the A Stockholders' Meeting to approve the A Merger, Rule 145 Affiliates of A. A shall use its reasonable best efforts to deliver Red Cannxx Xxxmon Stock received or cause to be delivered to B, prior to the Closing Date, an affiliate letter, in the form attached as EXHIBIT J hereto, executed by each of the Rule 145 Affiliates of A identified in the foregoing list. The Company shall be entitled to place legends as specified in such affiliate letters on the certificates evidencing any Company Common Stock to be received by such Rule 145 Affiliates pursuant to the terms of this AgreementAgreement may only be sold, transferred or otherwise conveyed, and the holder thereof may only reduce his interest in or risks relating to issue appropriate stop transfer instructions such shares of Red Cannxx Xxxmon Stock, pursuant to an effective registration statement under the transfer agent for Securities Act or in accordance with the provisions of paragraph (d) of Rule 145 or another exemption from registration under the Securities Act and, in any event, only after financial results covering at least 30 days of combined operations of Red Cannxx xxx the Company after the Effective Time shall have been published. The foregoing restrictions on the transferability of the Red Cannxx Xxxmon Stock shall apply to all purported sales, transfers and other conveyances of the shares of Red Cannxx Xxxmon Stock received or to be received by such Affiliates pursuant to this Agreement and to all purported reductions in the interest in or risks relating to such shares of the Red Cannxx Xxxmon Stock whether or not such Affiliate has exchanged the certificates previously evidencing such Affiliate's shares of the Company Common Stock, consistent with Stock for certificates evidencing the terms shares of Red Cannxx Xxxmon Stock into which such affiliate letters. A shall set forth in SECTION 7.05(b) shares of the A Disclosure Schedule Company Common Stock were converted. The Proxy Statement and the names of those persons who, to its knowledge, are currently Rule 145 Affiliates of A.Registration Statement shall disclose the foregoing in a reasonably prominent manner.