Common use of Equity Consideration Clause in Contracts

Equity Consideration. (a) The Equity Consideration (collectively, the “Buyer Parent Securities”) are or shall be restricted securities and have not been registered for resale under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be sold, transferred, hypothecated, or assigned by any of the Seller in the absence of a registration statement covering such Buyer Parent Securities that has been declared effective by the Securities and Exchange Commission (“SEC”) or the availability of an applicable exemption therefrom. For clarity, other than the Lock-up Agreement, there are no separate restrictions other than the stock having been issued in a private transaction, thereby making the shares restricted for Rule 144 purposes. If the Buyer Parent lists its shares on any public exchange, at Seller’s election, Buyer shall: (i) if registration occurs after the First Closing, ensure Seller’s Equity Consideration is registered, or (ii) if registration occurs before the First Closing, pay the Equity Consideration in registered shares. (b) The Seller is a knowledgeable, sophisticated, and experienced investor and has sufficient knowledge and experience in evaluating and making, and is qualified to evaluate and make, decisions with respect to private investments in and dispositions of securities, including investments in and dispositions of securities issued by Buyer Parent and Persons engaged in similar activities, and is capable of evaluating the risks and merits associated with the Buyer Parent Securities. (c) The Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. (d) The Seller has had the opportunity to seek independent legal, investment, and tax advice in connection with such Seller’s decision to acquire its share of the Buyer Parent Securities. (e) The Seller is acquiring the Buyer Parent Securities for investment purposes only and not with a view toward the immediate resale or distribution thereof. The Seller acknowledges that, as a result of the substantial restrictions on the transferability of its share of Buyer Parent Securities, such Seller will be required to bear the financial risks of an investment in such capital stock for an indefinite period of time. (f) The Seller has reviewed the reports filed with the SEC by Bxxxx Xxxxxx and has received and reviewed a draft of Buyer Parent’s Form 1-K for fiscal year 2019, to be filed with the SEC pending completion of the Company’s audit procedures. The Seller understands the risks of its investment in Buyer Parent. The Seller acknowledges and agrees that it has had sufficient time and opportunity to ask questions and receive answers from Buyer Parent concerning the terms of the issuance of Buyer Parent Securities pursuant to this Agreement and to obtain any additional information required by or pursuant to the Securities Act.

Equity Consideration. (a) The Equity Consideration (collectively, the “Buyer Parent Securities”) are or shall be restricted securities and have not been registered for resale under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be sold, transferred, hypothecated, or assigned by any of the Seller Sellers in the absence of a registration statement covering such Buyer Parent Securities that has been declared effective by the Securities and Exchange Commission (“SEC”) or the availability of an applicable exemption therefrom. For clarity, other than the Lock-up Agreement, there are no separate restrictions other than the stock having been issued in a private transaction, thereby making the shares restricted for Rule 144 purposes. If the Buyer Parent lists its shares on any public exchange, at Seller’s election, Buyer shall: (i) if registration occurs after the First Closing, ensure Seller’s Equity Consideration is registered, or (ii) if registration occurs before the First Closing, pay the Equity Consideration in registered shares. (b) The Seller is a Sellers are knowledgeable, sophisticated, and experienced investor investors and has have sufficient knowledge and experience in evaluating and making, and is are qualified to evaluate and make, decisions with respect to private investments in and dispositions of securities, including investments in and dispositions of securities issued by Buyer Parent and Persons engaged in similar activities, and is capable of evaluating the risks and merits associated with the Buyer Parent Securities. (c) The Seller is an Sellers are “accredited investorinvestors” as defined in Rule 501(a) of Regulation D under the Securities Act. (d) The Seller has Sellers have had the opportunity to seek independent legal, investment, and tax advice in connection with such each Seller’s decision to acquire its share of the Buyer Parent Securities. (e) The Seller is Sellers are acquiring the Buyer Parent Securities for investment purposes only and not with a view toward the immediate resale or distribution thereof. The Seller acknowledges Sellers acknowledge that, as a result of the substantial restrictions on the transferability of its share of Buyer Parent Securities, each such Seller will be required to bear the financial risks of an investment in such capital stock for an indefinite period of time. (f) The Seller has Sellers have reviewed the reports filed with the SEC by Bxxxx Xxxxxx and has received and reviewed a draft of Buyer Parent’s Form 1-K for fiscal year 2019, to be filed with the SEC pending completion of the Company’s audit procedures. The Seller understands Sellers understand the risks of its their investment in Buyer Parent. The Seller acknowledges Sellers acknowledge and agrees agree that it has had sufficient time and opportunity to ask questions and receive answers from Buyer Parent concerning the terms of the issuance of Buyer Parent Securities pursuant to this Agreement and to obtain any additional information required by or pursuant to the Securities Act.

Equity Consideration. (a) The Equity Consideration is being acquired for Seller’s own investment portfolio and account (collectively, the “Buyer Parent Securities”) are or shall be restricted securities and have not been registered for resale under the United States Securities Act of 1933, as amended (the “Securities Act”)on behalf of, and may not be soldwithout the participation of, transferredany other Person) with the intent of holding such Equity Consideration for investment and without the intent of participating, hypothecateddirectly or indirectly, or assigned by any of the Seller in the absence of a registration statement covering such Buyer Parent Securities that has been declared effective by the Securities and Exchange Commission (“SEC”) or the availability of an applicable exemption therefrom. For clarity, other than the Lock-up Agreement, there are no separate restrictions other than the stock having been issued in a private transaction, thereby making the shares restricted for Rule 144 purposes. If the Buyer Parent lists its shares on distribution of any public exchange, at Seller’s election, Buyer shall: (i) if registration occurs after the First Closing, ensure Seller’s Equity Consideration is registered, or (ii) if registration occurs before the First Closing, pay portion of the Equity Consideration and not with a view to, or for resale in registered shares. (b) The connection with, any distribution of any portion of the Equity Consideration, nor is Seller aware of the existence of any distribution of Buyer’s securities. Seller acknowledges that Equity Consideration was not offered to Seller by means of publicly disseminated advertisements of sales literature, nor is a knowledgeable, sophisticated, and experienced investor and has sufficient knowledge and experience in evaluating and making, and is qualified Seller aware of any offers made to evaluate and make, decisions with respect to private investments in and dispositions of securities, including investments in and dispositions of securities issued other Persons by Buyer Parent and Persons engaged in similar activities, and is capable of evaluating the risks and merits associated with the Buyer Parent Securities. (c) The such means. Seller is an “accredited investor” (as defined in Rule 501(a) of Regulation D 501 promulgated under the Securities Act. (d) The Seller and is knowledgeable and experienced in finance, securities and investments and has had sufficient experience analyzing and investing in securities similar to the opportunity Equity Consideration so as to seek independent legal, investment, be capable of evaluating the merits and tax advice in connection with such Seller’s decision to acquire its share of the Buyer Parent Securities. (e) The Seller is acquiring the Buyer Parent Securities for investment purposes only and not with a view toward the immediate resale or distribution thereof. The Seller acknowledges that, as a result of the substantial restrictions on the transferability of its share of Buyer Parent Securities, such Seller will be required to bear the financial risks of an investment in such capital stock for the Equity Consideration. Seller is able to bear the economic risk of an indefinite period of time. (f) The investment in the Equity Consideration. Seller has reviewed the reports filed with the SEC by Bxxxx Xxxxxx and has received and reviewed a draft of Buyer Parent’s Form 1-K for fiscal year 2019, to be filed with the SEC pending completion of the Company’s audit procedures. The Seller understands the risks of its investment in Buyer Parent. The Seller acknowledges and agrees that it has had sufficient time and an opportunity to ask questions discuss Buyer’s business, management, financial affairs and receive answers from Buyer Parent concerning the terms and conditions of the issuance of Buyer Parent Securities pursuant to this Agreement and to obtain any additional information required by or the Equity Consideration with Buyer. Seller understands that no portion of the Equity Consideration will have been registered pursuant to the Securities Act or any applicable state securities laws, that the Equity Consideration will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations no portion of the Equity Consideration can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this connection, Seller represents that it is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Seller understands that no public market now exists for the Equity Consideration, and that Seller has made no assurances that a public market will ever exist for the Equity Consideration. A legend indicating that Equity Consideration has not been registered under applicable federal and state securities laws and referring to the restrictions on transferability and sale of Equity Consideration pursuant to this Agreement, the Preprogen Operating Agreement or otherwise may be placed on any certificate(s) or other document delivered to Seller or any substitute therefor and any transfer agent of Buyer may be instructed to require compliance therewith. Seller understands that the Equity Consideration acquired by it shall, upon issuance by Buyer, without any further action on the part of Buyer or such Person, be subject to the terms of Preprogen Operating Agreement, including restrictions on transfer of the Equity Consideration contained therein.