Common use of Buyer Shares Clause in Contracts

Buyer Shares. Such Seller is acquiring the Buyer Shares solely for investment purposes, with no present intention of distributing or reselling any of the Buyer Shares or any interest therein, other than through an authorized stock market or to the offeror of a tendered offer for the Buyer. Such Seller acknowledges that as at the Completion Date the Buyer Shares have not been registered under the Securities Act. Such Seller is aware of the applicable limitations under the Securities Act relating to a subsequent sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance of the Buyer Shares. Such Seller further acknowledges that the Buyer Shares must be held indefinitely unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Such Seller will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Buyer Shares unless the Buyer Shares are registered under the Securities Act or the Buyer is given an opinion of counsel reasonably acceptable to the Buyer, that such registration is not required under the Securities Act. Such Seller realizes that there is no public market for the Buyer Shares, that no market may ever develop for them, and that they have not been approved or disapproved by the SEC, any state securities commission or any other governmental agency. Based on any other requests the Seller may have, such Seller acknowledges that the Buyer has provided him or her or his or her adviser with adequate access to financial and other information concerning the Buyer and the Buyer Shares, and that such Seller or his or her adviser has had the opportunity to ask questions of and receive answers from the Buyer concerning the Buyer Shares and to obtain therefrom any additional information necessary to make an informed decision regarding the acquisition of the Buyer Shares. Such Seller represents that it or its adviser has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the acquisition of the Buyer Shares. Such Seller realizes that the Buyer is relying on the validity of these representations and agreements contained herein and in the other Transaction Documents in issuing the Buyer Shares to the Seller without registration under the Securities Act or any state securities laws, except as set forth in the Transaction Documents. Such Seller has been advised that Buyer has timely filed its annual, quarterly and special reports, proxy statements and other information with the SEC, including all such filings as provided to the Sellers in the information statement delivered to the Sellers prior to the date hereof and such Seller has been advised that the Buyer's SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at www.sec.gov.

Buyer Shares. (a) Each Seller is aware of the Buyer’s business affairs and financial condition and has acquired sufficient information about Buyer to reach an informed and knowledgeable decision to acquire the Buyer Shares issuable to it pursuant to this Agreement. Such Seller is acquiring the Buyer Shares solely for such Seller’s own account for investment purposespurposes only and not with a view to, with no present intention of distributing or reselling any of the Buyer Shares or any interest therein, other than through an authorized stock market or to the offeror of a tendered offer for the Buyer. Such Seller acknowledges that as at the Completion Date the Buyer Shares have not been registered under the Securities Act. Such Seller is aware resale in connection with, any “distribution” thereof for purposes of the applicable limitations under the Securities Act relating of 1933, as amended (the “Securities Act”). (b) Each Seller represents that: (x) it can afford to a subsequent sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance bear the economic risk of holding Buyer Shares for an indefinite period and can afford to suffer the complete loss of such Seller’s investment in Buyer Shares; and (y) its knowledge and experience in financial and business matters is such that such Seller is capable of evaluating the risks of the investment in Buyer Shares. Such . (c) Each Seller further acknowledges fully understands that the Buyer Shares must be held indefinitely unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Such Seller will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Buyer Shares unless the Buyer Shares are registered under a speculative investment which involves a high degree of risk of loss of the Securities Act or entire investment. Each Seller is familiar with the general risks of investment in such securities. Each Seller understands that Buyer is given an opinion subject to all of counsel reasonably acceptable to such risks, and the Buyer, that such registration is not required under nature of the Securities Act. Such Seller realizes that there is no public market for the risks involved in receiving Buyer Shares, that no market may ever develop for them, and that they have not been approved or disapproved by the SEC, any state securities commission or any other governmental agency. Based on any other requests the . (d) Each Seller may have, such Seller acknowledges that the Buyer has provided him or her or his or her adviser with adequate access to financial and other information concerning the Buyer and the Buyer Shares, and that such Seller or his or her adviser has had the opportunity to ask questions of and receive answers from representatives of Buyer or persons acting on behalf of the Buyer Company concerning the Buyer Shares transactions contemplated herein, and each Seller has also had the opportunity to obtain therefrom any additional information necessary to make an informed decision regarding verify the acquisition adequacy and the accuracy of information furnished about Buyer. All questions asked by each Seller have been answered to the satisfaction of such Seller. Each Seller has independently evaluated the risks of receiving Buyer Shares. (e) Each Seller understands that the issuance of the Closing Date Buyer Shares. Such Seller represents that it or its adviser Shares and the Holdback Shares has such knowledge not been registered under the Securities Act and experience the Closing Date Buyer Shares and the Holdback Shares are being issued in financial and business matters that he or she is capable of evaluating reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the merits and risks bona fide nature of the acquisition of the Buyer Shares. Such Seller’s investment intent as expressed herein. (f) Each Seller realizes understands that the Buyer is relying on the validity of these representations and agreements contained herein and in the other Transaction Documents in issuing the Closing Date Buyer Shares to and the Seller Holdback Shares will be “restricted securities” under the United States federal securities laws and may be resold without registration under the Securities Act only in very limited circumstances. In this regard, each Seller is aware of (i) the provisions of Rule 144, promulgated under the Securities Act, which in substance, permit limited public resale of “restricted securities” acquired, directly or any state securities lawsindirectly from the issuer thereof (or from an affiliate of such issuer), except as in a non-public offering subject to the satisfaction of certain conditions, including a minimum “holding period” and (ii) the stop transfer restrictions to be imposed on the Buyer Common Stock, in substantially the form set forth in the Transaction Documentsbelow: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). Such Seller has been advised that Buyer has timely filed its annual, quarterly and special reports, proxy statements and other information with the SEC, including all such filings as provided to the Sellers in the information statement delivered to the Sellers prior to the date hereof and such Seller has been advised that the Buyer's SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at www.sec.govNO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.”

Buyer Shares. (a) Each Seller is aware of the Buyer’s business affairs and financial condition and has acquired sufficient information about Buyer to reach an informed and knowledgeable decision to acquire the Buyer Shares issuable to it pursuant to this Agreement. Such Seller is acquiring the Buyer Shares solely for such Seller’s own account for investment purposespurposes only and not with a view to, with no present intention of distributing or reselling any of the Buyer Shares or any interest therein, other than through an authorized stock market or to the offeror of a tendered offer for the Buyer. Such Seller acknowledges that as at the Completion Date the Buyer Shares have not been registered under the Securities Act. Such Seller is aware resale in connection with, any “distribution” thereof for purposes of the applicable limitations under the Securities Act relating of 1933, as amended (the “Securities Act”). (b) Each Seller represents that: (x) it can afford to a subsequent sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance bear the economic risk of holding Buyer Shares for an indefinite period and can afford to suffer the complete loss of such Seller’s investment in Buyer Shares; and (y) its knowledge and experience in financial and business matters is such that such Seller is capable of evaluating the risks of the investment in Buyer Shares. Such . (c) Each Seller further acknowledges fully understands that the Buyer Shares must be held indefinitely unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Such Seller will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Buyer Shares unless the Buyer Shares are registered under a speculative investment which involves a high degree of risk of loss of the Securities Act or entire investment. Each Seller is familiar with the general risks of investment in such securities. Each Seller understands that Buyer is given an opinion subject to all of counsel reasonably acceptable to such risks, and the Buyer, that such registration is not required under nature of the Securities Act. Such Seller realizes that there is no public market for the risks involved in receiving Buyer Shares, that no market may ever develop for them, and that they have not been approved or disapproved by the SEC, any state securities commission or any other governmental agency. Based on any other requests the . (d) Each Seller may have, such Seller acknowledges that the Buyer has provided him or her or his or her adviser with adequate access to financial and other information concerning the Buyer and the Buyer Shares, and that such Seller or his or her adviser has had the opportunity to ask questions of and receive answers from representatives of Buyer or persons acting on behalf of the Buyer Company concerning the Buyer Shares transactions contemplated herein, and each Seller has also had the opportunity to obtain therefrom any additional information necessary to make an informed decision regarding verify the acquisition adequacy and the accuracy of information furnished about Buyer. All questions asked by each Seller have been answered to the satisfaction of such Seller. Each Seller has independently evaluated the risks of receiving Buyer Shares. (e) Each Seller understands that the issuance of the Buyer Shares. Such Seller represents that it or its adviser Shares has such knowledge not been registered under the Securities Act and experience the Buyer Shares are being issued in financial and business matters that he or she is capable of evaluating reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the merits and risks bona fide nature of the acquisition of Seller’s investment intent as expressed herein. (f) At the time such Seller was offered the Buyer Shares. Such , it was, and as of the date hereof it is, and on each date on which it receives Buyer Shares, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (g) Each Seller realizes understands that the Buyer is relying on Shares will be “restricted securities” under the validity of these representations United States federal securities laws and agreements contained herein and in the other Transaction Documents in issuing the Buyer Shares to the Seller may be resold without registration under the Securities Act only in very limited circumstances. In this regard, each Seller is aware of (i) the provisions of Rule 144, promulgated under the Securities Act, which in substance, permit limited public resale of “restricted securities” acquired, directly or any state securities lawsindirectly from the issuer thereof (or from an affiliate of such issuer), except as in a non-public offering subject to the satisfaction of certain conditions, including a minimum “holding period” and (ii) the stop transfer restrictions to be imposed on the Buyer Shares, in substantially the form set forth in below: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.” (h) Buyer hereby covenants and agrees to reserve, from its authorized and unissued shares of Buyer Common Stock, not less than the Transaction Documentsaggregate number of shares of Buyer Common Stock as shall be issuable pursuant to this Agreement. Such Seller has been advised Buyer agrees and covenants that Buyer has timely filed it shall not enter into any agreement that would, directly or indirectly, limit its annual, quarterly and special reports, proxy statements and other information with ability to issue the SEC, including all such filings as provided to the Sellers in the information statement delivered to the Sellers prior to the date hereof and such Seller has been advised that the Buyer's SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at www.sec.govMilestone Shares hereunder.

Buyer Shares. Such (a) Each Seller is acquiring receiving the Buyer Shares solely for investment purposespurposes only for its own account, with not as a nominee or agent, and has no present intention of selling, transferring or otherwise distributing or reselling any of the Buyer Shares or any interest thereinand has no Contract, other than through an authorized stock market or to the offeror of a tendered offer for the Buyer. Such Seller acknowledges that as at the Completion Date the Buyer Shares have not been registered under the Securities Act. Such Seller is aware of the applicable limitations under the Securities Act relating to a subsequent saleundertaking, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance of the arrangement with any Person to sell, transfer or distribute any Buyer Shares. Such . (b) Each Seller further acknowledges has been advised and understands that the Buyer Shares must (i) have been issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws and (ii) have not been and shall not be held indefinitely unless they are subsequently registered under the Securities Act and or any applicable state securities laws or an exemption from Laws and, therefore, must be held indefinitely and cannot be resold unless such registration is available. Such Seller will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Buyer Shares unless the Buyer Shares are registered under the Securities Act or Act, and all applicable state securities Laws, unless exemptions from registration are available. Each Seller is aware that Buyer is under no obligation hereunder to register the Buyer is given an opinion Shares or to permit sales under Regulation A of counsel reasonably acceptable to the Buyer, that such registration is not required under the Securities Act. Such . (c) Each Seller realizes that there is no public market for has completed its own independent inquiry and has relied fully upon the Buyer Sharesadvice of its own legal counsel, that no market may ever develop for themaccountant, and that they have not been approved or disapproved by the SEC, any state securities commission or any other governmental agency. Based on any other requests the Seller may have, such Seller acknowledges that the Buyer has provided him or her or his or her adviser with adequate access to financial and other information concerning advisors in determining the Buyer legal, Tax, financial and other consequences of this Agreement and the Buyer Shares, and that such Seller or his or her adviser has had the opportunity to ask questions of and receive answers from the Buyer concerning the Buyer Shares and to obtain therefrom any additional information necessary to make an informed decision regarding the acquisition receipt of the Buyer Shares. (d) Each Seller acknowledges that Buyer has not made and is not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided by Buyer in this Agreement. Such Sellers are not relying and have not relied on any representations or warranties by Buyer whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties made by Buyer in this Agreement. (e) Each Seller represents that it or has reviewed with its adviser has such knowledge Tax advisor the U.S. federal, state, local, foreign and experience in financial and business matters that he or she is capable of evaluating the merits and risks other Tax consequences of the acquisition transactions contemplated by this Agreement (including the receipt and ownership of the Buyer Shares). Such Each Seller realizes acknowledges and agrees that except as otherwise explicitly set forth herein no Person is making any representation or warranty as to the U.S. federal income Tax characteristics of Buyer is relying on or the validity U.S. federal, state, local, foreign or other Tax consequences to Sellers as a result of these representations the transactions contemplated by this Agreement (including the receipt and agreements contained herein and in the other Transaction Documents in issuing ownership of the Buyer Shares to the extent applicable). Each Seller without registration under understands that it will be responsible for its own Tax liability that may arise as a result of the Securities Act or any state securities laws, except as set forth in the Transaction Documents. Such Seller has been advised that Buyer has timely filed its annual, quarterly and special reports, proxy statements and other information with the SEC, including all such filings as provided to the Sellers in the information statement delivered to the Sellers prior to the date hereof and such Seller has been advised that the Buyer's SEC filings are also available to the public from commercial document retrieval services and at the web site maintained transactions contemplated by the SEC at www.sec.govthis Agreement.

Buyer Shares. Such Seller is acquiring the (a) The Buyer Shares solely for investment purposes, with no present intention of distributing or reselling any of the Buyer Shares or any interest therein, other than through an authorized stock market or issued pursuant to the offeror terms of this Agreement will be issued in a tendered offer for the Buyer. Such Seller acknowledges that as at the Completion Date the Buyer Shares have not been registered under the Securities Act. Such Seller is aware of the applicable limitations transaction exempt from registration under the Securities Act relating to a subsequent sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance by reason of the Buyer Shares. Such Seller further acknowledges that the Buyer Shares must be held indefinitely unless they are subsequently registered Section 4(a)(2) thereof and/or Regulation D promulgated under the Securities Act and may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable state securities laws rules and regulations or pursuant to an exemption therefrom. Unless otherwise transferable pursuant to an exemption from such registration is available. Such Seller will not sellotherwise required thereunder, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Buyer Shares unless issued to the Buyer Shares are registered Pre-Closing Holders shall be characterized as “restricted securities” under the Securities Act and, if certificated, shall bear the following legend (or the if held in book entry form, will be noted with a similar restriction): “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND THE RESALE OF SUCH SHARES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT.” Buyer is given an opinion of counsel agrees to cooperate reasonably acceptable to the Buyer, that such registration is not required under the Securities Act. Such Seller realizes that there is no public market for the Buyer Shares, that no market may ever develop for them, and that they have not been approved or disapproved by the SEC, in a timely manner with any state securities commission or any other governmental agency. Based on any other Pre-Closing Holder who requests the Seller may have, such Seller acknowledges that the Buyer has provided him removal of any restrictive legends or her or his or her adviser with adequate access to financial and other information concerning the Buyer and the Buyer Shares, and that such Seller or his or her adviser has had the opportunity to ask questions of and receive answers similar transfer instructions from the Buyer concerning Shares held by it to give effect to any such removal. Notwithstanding the foregoing sentence, in the event that Buyer requests a customary opinion of legal counsel to the applicable Pre-Closing Holder, in a form reasonably satisfactory to Buyer, to the effect that such Pre-Closing Holder’s Buyer Shares and to obtain therefrom any additional information necessary to make an informed decision regarding the acquisition of the Buyer Shares. Such Seller represents that it or its adviser has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the acquisition of the Buyer Shares. Such Seller realizes that the Buyer is relying on the validity of these representations and agreements contained herein and in the other Transaction Documents in issuing the Buyer Shares to the Seller without registration no longer constitute “restricted securities” under the Securities Act (a “Satisfactory Opinion”), Buyer shall not be required to pursue the removal of any such restrictive legends prior to its receipt of a Satisfactory Opinion. (b) Buyer shall pay all fees and expenses in connection with compliance with its obligations under this Section 3.2 including all fees and expenses of compliance with securities or any state securities laws“blue sky” Laws, except as set forth in transfer agent fees, and the Transaction Documents. Such Seller has been advised that listing of the Buyer has timely filed its annual, quarterly and special reports, proxy statements and other information with the SECShares on NASDAQ, including all such filings registration, filing, qualification, printing, accounting and other fees and expenses, except that Buyer shall not be responsible for the fees of the representatives of and counsel to, the Pre-Closing Holders. (c) Each Pre-Closing Holder and Warrantholder that will receive Buyer Shares in connection with the transactions contemplated hereby shall be required to deliver an Accredited Investor Questionnaire and enter into a Lock-Up Agreement in substantially the form attached hereto as provided to the Sellers in the information statement delivered to the Sellers Annex C at least three (3) Business Days prior to the date hereof and Closing Date as a condition to receiving such Seller has been advised that the Buyer's SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at www.sec.govBuyer Shares.

Buyer Shares. (a) Each Seller is aware of the Buyer’s business affairs and financial condition and has acquired sufficient information about Buyer to reach an informed and knowledgeable decision to acquire the Buyer Shares issuable to it pursuant to this Agreement. Such Seller is acquiring the Buyer Shares solely for such Seller’s own account for investment purposespurposes only and not with a view to, with no present intention of distributing or reselling any of the Buyer Shares or any interest therein, other than through an authorized stock market or to the offeror of a tendered offer for the Buyer. Such Seller acknowledges that as at the Completion Date the Buyer Shares have not been registered under the Securities Act. Such Seller is aware resale in connection with, any “distribution” thereof for purposes of the applicable limitations under the Securities Act relating of 1933, as amended (the “Securities Act”). (b) Each Seller represents that: (x) it can afford to a subsequent sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance bear the economic risk of holding Buyer Shares for an indefinite period and can afford to suffer the complete loss of such Seller’s investment in Buyer Shares; and (y) its knowledge and experience in financial and business matters is such that such Seller is capable of evaluating the risks of the investment in Buyer Shares. Such . (c) Each Seller further acknowledges fully understands that the Buyer Shares must be held indefinitely unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Such Seller will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Buyer Shares unless the Buyer Shares are registered under a speculative investment which involves a high degree of risk of loss of the Securities Act or entire investment. Each Seller is familiar with the general risks of investment in such securities. Each Seller understands that Buyer is given an opinion subject to all of counsel reasonably acceptable to such risks, and the Buyer, that such registration is not required under nature of the Securities Act. Such Seller realizes that there is no public market for the risks involved in receiving Buyer Shares, that no market may ever develop for them, and that they have not been approved or disapproved by the SEC, any state securities commission or any other governmental agency. Based on any other requests the . (d) Each Seller may have, such Seller acknowledges that the Buyer has provided him or her or his or her adviser with adequate access to financial and other information concerning the Buyer and the Buyer Shares, and that such Seller or his or her adviser has had the opportunity to ask questions of and receive answers from representatives of Buyer or persons acting on behalf of the Buyer Company concerning the Buyer Shares transactions contemplated herein, and each Seller has also had the opportunity to obtain therefrom any additional information necessary to make an informed decision regarding verify the acquisition adequacy and the accuracy of information furnished about Buyer. All questions asked by each Seller have been answered to the satisfaction of such Seller. Each Seller has independently evaluated the risks of receiving Buyer Shares. (e) Each Seller understands that the issuance of the Buyer Shares. Such Seller represents that it or its adviser Shares has such knowledge not been registered under the Securities Act and experience the Buyer Shares are being issued in financial and business matters that he or she is capable of evaluating reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the merits and risks bona fide nature of the acquisition of Seller’s investment intent as expressed herein. (f) At the time such Seller was offered the Buyer Shares. Such , it was, and as of the date hereof it is, and on each date on which it receives Buyer Shares, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (g) Each Seller realizes understands that the Buyer is relying on Shares will be “restricted securities” under the validity of these representations United States federal securities laws and agreements contained herein and in the other Transaction Documents in issuing the Buyer Shares to the Seller may be resold without registration under the Securities Act only in very limited circumstances. In this regard, each Seller is aware of (i) the provisions of Rule 144, promulgated under the Securities Act, which in substance, permit limited public resale of “restricted securities” acquired, directly or any state securities lawsindirectly from the issuer thereof (or from an affiliate of such issuer), except as in a non-public offering subject to the satisfaction of certain conditions, including a minimum “holding period” and (ii) the stop transfer restrictions to be imposed on the Buyer Shares, in substantially the form set forth below: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.” (h) Buyer hereby covenants and agrees to reserve, from its authorized and unissued shares of Buyer Common Stock and Buyer Preferred Stock, not less than the aggregate number of shares of Buyer Common Stock and Buyer Preferred Stock as shall be issuable pursuant to this Agreement, including shares of Buyer Common Stock issuable upon conversion of Buyer Preferred Stock. Buyer agrees and covenants that it shall not enter into any agreement that would, directly or indirectly, limit its ability to issue the Holdback Shares or Milestone Shares hereunder. (i) Buyer hereby covenants and agrees to include, in the Transaction Documents. Such Seller has been advised that definitive proxy statement for its 2021 annual meeting of stockholders, a proposal to approve the conversion of all shares of Buyer has timely filed its annual, quarterly and special reports, proxy statements and other information Preferred Stock issued hereunder into shares of Buyer Common Stock in accordance with the SECapplicable rules of The Nasdaq Stock Market. Buyer shall recommend approval of such proposal to its stockholders in connection with such proxy statement, including all and shall use its reasonable best efforts to obtain stockholder approval at such filings as provided to the Sellers in the information statement delivered to the Sellers prior to the date hereof and such Seller has been advised that the Buyer's SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at www.sec.govmeeting.

Buyer Shares. Such Seller is acquiring Each Equity Payment Recipient makes the following representations and warranties: (a) The Buyer Shares to be acquired by the Equity Payment Recipient pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such Buyer Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction. The Equity Payment Recipient understands that such Buyer Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act, and that the Buyer Shares solely for investment purposescannot be sold, transferred or otherwise disposed of except in compliance with no present intention of distributing or reselling any the Securities Act and applicable state and foreign securities laws, as then in effect. There shall be a legend on the certificates representing all of the Buyer Shares or any interest therein, other than through an authorized stock market or to the offeror of a tendered offer for the Buyerfollowing effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. Such Seller acknowledges THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE ON AN EFFECTIVE REGISTRATION STATEMENT 33 UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED; (b) Each Equity Payment Recipient understands that as at the Completion Date the Buyer Shares have not been registered under the Securities Act. Such Seller is aware of the applicable limitations Act nor qualified under the Securities Act relating to a subsequent sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance of the Buyer Shares. Such Seller further acknowledges that the Buyer Shares must be held indefinitely unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Such Seller will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Buyer Shares unless the Buyer Shares are registered under the Securities Act or the Buyer is given an opinion of counsel reasonably acceptable to the Buyer, that such registration is not required under the Securities Act. Such Seller realizes that there is no public market for the Buyer Shares, that no market may ever develop for them, and that they have not been approved or disapproved by the SEC, any state securities commission or any other governmental agency. Based on any other requests the Seller may have, such Seller acknowledges that the Buyer has provided him or her or his or her adviser with adequate access to financial and other information concerning the Buyer and the Buyer Shares, and that such Seller or his or her adviser has had the opportunity to ask questions of and receive answers from the Buyer concerning the Buyer Shares and to obtain therefrom any additional information necessary to make an informed decision regarding the acquisition of the Buyer Shares. Such Seller represents that it or its adviser has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the acquisition of the Buyer Shares. Such Seller realizes that the Buyer is relying on the validity of these representations and agreements contained herein and in the other Transaction Documents in issuing the Buyer Shares to the Seller without registration under the Securities Act or any state securities laws, except as set forth and that they are being offered and sold pursuant to an exemption pursuant to Section 4(2) of the Securities Act from such registration and the reliance of Buyer on such exemption is predicated in part upon the Transaction Documents. Such Seller has been advised that Buyer has timely filed its annual, quarterly and special reports, proxy statements and other information with representations of the SEC, including all such filings as provided to the Sellers in the information statement delivered to the Sellers prior to the date hereof and such Seller has been advised that the Buyer's SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at www.sec.govEquity Payment Recipients contained herein.

Buyer Shares. Such Seller is acquiring Each Equity Payment Recipient makes the following representations and warranties: (a) The Buyer Shares to be acquired by the Equity Payment Recipient pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such Buyer Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction. The Equity Payment Recipient understands that such Buyer Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act, and that the Buyer Shares solely for investment purposescannot be sold, transferred or otherwise disposed of except in compliance with no present intention of distributing or reselling any the Securities Act and applicable state and foreign securities laws, as then in effect. There shall be a legend on the certificates representing all of the Buyer Shares or any interest therein, other than through an authorized stock market or to the offeror of a tendered offer for the Buyerfollowing effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. Such Seller acknowledges THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE ON AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED; (b) Each Equity Payment Recipient understands that as at the Completion Date the Buyer Shares have not been registered under the Securities Act. Such Seller is aware of the applicable limitations Act nor qualified under the Securities Act relating to a subsequent sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance of the Buyer Shares. Such Seller further acknowledges that the Buyer Shares must be held indefinitely unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Such Seller will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Buyer Shares unless the Buyer Shares are registered under the Securities Act or the Buyer is given an opinion of counsel reasonably acceptable to the Buyer, that such registration is not required under the Securities Act. Such Seller realizes that there is no public market for the Buyer Shares, that no market may ever develop for them, and that they have not been approved or disapproved by the SEC, any state securities commission or any other governmental agency. Based on any other requests the Seller may have, such Seller acknowledges that the Buyer has provided him or her or his or her adviser with adequate access to financial and other information concerning the Buyer and the Buyer Shares, and that such Seller or his or her adviser has had the opportunity to ask questions of and receive answers from the Buyer concerning the Buyer Shares and to obtain therefrom any additional information necessary to make an informed decision regarding the acquisition of the Buyer Shares. Such Seller represents that it or its adviser has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the acquisition of the Buyer Shares. Such Seller realizes that the Buyer is relying on the validity of these representations and agreements contained herein and in the other Transaction Documents in issuing the Buyer Shares to the Seller without registration under the Securities Act or any state securities laws, except and that they are being offered and sold pursuant to an exemption pursuant to Section 4(2) of the Securities Act from such registration and the reliance of Buyer on such exemption is predicated in part upon the representations of the Equity Payment Recipients contained herein. (c) Each Equity Payment Recipient is an “accredited investor” as set forth such term is defined in Rule 501(a) of the Transaction Documents. Such Seller has been advised that Buyer has timely filed its annualSecurities Act, quarterly and special reports, proxy statements and other information with the SEC, including all such filings as provided to the Sellers presently in the information statement delivered to the Sellers effect. (d) Immediately prior to the date hereof transactions contemplated hereby, each Equity Payment Recipient and any Persons that, directly or indirectly through one or more intermediaries, control, are controlled by or are under common control with such Seller has been advised that the Buyer's SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at www.sec.govEquity Payment Recipient, collectively, owned no material amount of Buyer Common Stock.