Common use of Parent Shares Clause in Contracts

Parent Shares. (a) The Parent Shares to be issued pursuant to the terms of this Agreement will be issued in a transaction exempt from registration under the Securities Act by reason of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D and therefore may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. All recipients of such Parent Shares shall be “accredited investors” as such term is defined in Regulation D. The Parent Shares to be issued pursuant to the terms of this Agreement will be “restricted securities” within the meaning of Rule 144 and may not be offered, sold, pledged, assigned or otherwise transferred unless (i) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration exists and Parent receives an opinion of counsel to the holder of such Parent Shares, which counsel and opinion are reasonably satisfactory to Parent, that such Parent Shares may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Securities Act or applicable state securities laws. Parent Shares issued pursuant to the terms of this Agreement will bear an appropriate legend and restriction on the books of Parent’s transfer agent to that effect. (b) The Parent Shares issued by Parent to the Sellers pursuant to the terms of this Agreement shall be reflected in Parent’s books and records in book entry only, and shall be placed in a restrictive class with appropriate notations reflecting the following restrictive legend: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE OR OTHER COUNTRY’S SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE OR OTHER COUNTRY’S SECURITIES LAW, OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT. NO HEDGING TRANSACTIONS MAY BE CONDUCTED WITH RESPECT TO THESE SHARES UNLESS DONE IN COMPLIANCE WITH SAID ACT.” (c) The Parent Shares to be issued pursuant to this Agreement shall be issued via direct registration with Parent’s transfer agent. No Parent Shares will be issued to any Seller until such Seller shall provide Parent with such Seller’s taxpayer identification number and address pursuant to the terms of this Agreement.

Parent Shares. (a) The Each Seller understands that the Parent Shares to be have not been registered under the Securities Act of 1933, as amended and are being issued pursuant to an exemption from registration and prospectus requirements of the Canadian Securities Laws and the securities laws of the United States. Each Seller acknowledges that Parent and Buyer will rely on Seller’s representations, warranties and certifications set forth below for purposes of confirming the availability of any exemption from such registration and prospectus requirements. Each Seller has not received a document purporting to describe the business and affairs of the Buyer or Parent that has been prepared primarily for delivery to and review by prospective investors so as to assist those investors to make an investment decision in respect of Parent under the terms of this Agreement will Agreement. Each Seller has such knowledge and experience in financial and business affairs as to be issued capable of evaluating the merits and risks of an investment in a transaction exempt from registration under the Securities Act by reason of Section 4(a)(2) of Parent Shares. Each Seller acknowledges that each Seller is eligible to acquire the Securities Act and Rule 506 of Regulation D and therefore may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. All recipients of such Parent Shares shall be “accredited investors” as such term is defined in Regulation D. The Parent Shares to be issued pursuant to the terms exemption from the prospectus requirements of this Agreement will be “restricted securities” within Canadian Securities Laws found in s. 2.12 Asset Acquisitions of National Instrument 45-106 Prospectus Exemptions. The certificates representing the meaning of Rule 144 and may not be offered, sold, pledged, assigned or otherwise transferred unless Parent Shares (i) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration exists and Parent receives an opinion of counsel replacement certificate issued prior to the holder expiration of such Parent Sharesthe applicable hold periods), which counsel and opinion are reasonably satisfactory to Parentor ownership statements issued under a direct registration system or other electronic book-based or book-entry system, that such Parent Shares may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Securities Act or applicable state securities laws. Parent Shares issued pursuant to the terms of this Agreement will bear an appropriate legend and restriction on the books of Parent’s transfer agent to that effect. (b) The Parent Shares issued by Parent to the Sellers pursuant to the terms of this Agreement shall be reflected in Parent’s books and records in book entry only, and shall be placed in a restrictive class with appropriate notations reflecting the following restrictive legendlegends in accordance with applicable securities Laws: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE SHARES HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE].” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “US SECURITIES ACT”), OR ANY U.S. STATE OR OTHER COUNTRY’S SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE US SECURITIES UNDER SAID ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE US SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(1) OR (D) ABOVE, A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER COUNTRY’S EVIDENCE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION, TO THAT EFFECT MUST FIRST BE PROVIDED TO THE CORPORATION. THESE SECURITIES LAW, OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT. NO HEDGING MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS MAY BE CONDUCTED WITH RESPECT TO THESE SHARES UNLESS DONE IN COMPLIANCE WITH SAID ACTON CANADIAN STOCK EXCHANGES.” ” Each Seller acknowledges that: (ci) The it has been provided with the opportunity to consult its own legal advisors with respect to the Parent Shares issuable to be issued it pursuant to this Agreement shall be issued via direct registration and with Parent’s transfer agent. No respect to the existence of resale restrictions imposed by applicable securities Laws; (ii) no representation has been made respecting the applicable holding periods imposed by the securities Laws or other resale restrictions applicable to the Parent Shares will be issued which restrict the ability of the Seller to any Seller until resell such Seller shall provide Parent with such Seller’s taxpayer identification number and address pursuant securities; (iii) it is solely responsible to the terms of this Agreement.find out what these restrictions are;

Parent Shares. (a) The Each Seller understands that the Parent Shares to be have not been registered under the Securities Act of 1933, as amended and are being issued pursuant to an exemption from registration and prospectus requirements of the Canadian Securities Laws and the securities laws of United States. Each Seller acknowledges that Parent and Buyer will rely on Seller’s representations, warranties and certifications set forth below for purposes of confirming the availability of any exemption from such registration and prospectus requirements. Each Seller has not received a document purporting to describe the business and affairs of the Buyer or Parent that has been prepared primarily for delivery to and review by prospective investors so as to assist those investors to make an investment decision in respect of Parent under the terms of this Agreement will Agreement. Each Seller has such knowledge and experience in financial and business affairs as to be issued capable of evaluating the merits and risks of an investment in a transaction exempt from registration under the Securities Act by reason of Section 4(a)(2) of Parent Shares. Each Seller acknowledges that each Seller is eligible to acquire the Securities Act and Rule 506 of Regulation D and therefore may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. All recipients of such Parent Shares shall be “accredited investors” as such term is defined in Regulation D. The Parent Shares to be issued pursuant to the terms exemption from the prospectus requirements of this Agreement will be “restricted securities” within Canadian Securities Laws found in s. 2.12 [Asset Acquisitions] of National Instrument 45-106 Prospectus Exemptions. The certificates representing the meaning of Rule 144 and may not be offered, sold, pledged, assigned or otherwise transferred unless Parent Shares (i) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration exists and Parent receives an opinion of counsel replacement certificate issued prior to the holder expiration of such Parent Sharesthe applicable hold periods), which counsel and opinion are reasonably satisfactory to Parentor ownership statements issued under a direct registration system or other electronic book-based or book-entry system, that such Parent Shares may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Securities Act or applicable state securities laws. Parent Shares issued pursuant to the terms of this Agreement will bear an appropriate legend and restriction on the books of Parent’s transfer agent to that effect. (b) The Parent Shares issued by Parent to the Sellers pursuant to the terms of this Agreement shall be reflected in Parent’s books and records in book entry only, and shall be placed in a restrictive class with appropriate notations reflecting the following restrictive legendlegends in accordance with applicable securities Laws: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE SHARES HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE].” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “US SECURITIES ACT”), OR ANY U.S. STATE OR OTHER COUNTRY’S SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE US SECURITIES UNDER SAID ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE US SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(1) OR (D) ABOVE, A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER COUNTRY’S EVIDENCE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION, TO THAT EFFECT MUST FIRST BE PROVIDED TO THE CORPORATION. THESE SECURITIES LAW, OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT. NO HEDGING MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS MAY BE CONDUCTED WITH RESPECT TO THESE SHARES UNLESS DONE IN COMPLIANCE WITH SAID ACTON CANADIAN STOCK EXCHANGES.” (cb) The Each Seller acknowledges that: (i) it has been provided with the opportunity to consult its own legal advisors with respect to the Parent Shares issuable to be issued it pursuant to this Agreement shall be issued via direct registration and with Parent’s transfer agent. No respect to the existence of resale restrictions imposed by applicable securities Laws; (ii) no representation has been made respecting the applicable holding periods imposed by the securities Laws or other resale restrictions applicable to the Parent Shares which restrict the ability of the Seller to resell such securities; (iii) it is solely responsible to find out what these restrictions are; (iv) it is solely responsible (and the Parent is not in any way responsible) for compliance with applicable resale restrictions; and (v) it is aware that it may not be able to resell the Parent Shares, except in accordance with limited exemptions under the securities Laws. Each Seller will execute and deliver within the applicable time periods all documentation as may be issued required by applicable securities Laws to any Seller until permit the issuance of the Parent Shares on the terms set forth herein and, if required by applicable securities Laws, will execute, deliver and file or assist the Parent in obtaining and filing such Seller shall provide Parent with such Seller’s taxpayer identification number reports, undertakings and address pursuant other documents relating to the terms purchase of this Agreementthe Parent Shares as may be required by any applicable securities Laws, securities regulator, stock exchange or other regulatory authority, which includes, without limitation, determining the eligibility of each Seller to acquire the Parent Shares under applicable securities Laws, preparing and registering certificates (if any) representing the Parent Shares and completing regulatory filings required by the applicable securities commissions. Accordingly, each Seller consents to the collection, use and disclosure of certain personal information for the purposes of meeting legal, regulatory, self-regulatory, security and audit requirements (including any applicable tax, securities, money laundering or anti-terrorism legislation rules or regulations) and as otherwise permitted or required by Law, which disclosures may include disclosures to tax, securities or other regulatory or self-regulatory authorities in Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities.

Parent Shares. (a) The Each Seller understands that the Parent Shares to be have not been registered under the Securities Act of 1933, as amended and are being issued pursuant to an exemption from registration and prospectus requirements of the Canadian Securities Laws and the securities laws of the United States. Each Seller acknowledges that Parent and Buyer will rely on Seller’s representations, warranties and certifications set forth below for purposes of confirming the availability of any exemption from such registration and prospectus requirements. Each Seller has not received a document purporting to describe the business and affairs of the Buyer or Parent that has been prepared primarily for delivery to and review by prospective investors so as to assist those investors to make an investment decision in respect of Parent under the terms of this Agreement will Agreement. Each Seller has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Parent Shares. Each Seller acknowledges that each Seller is eligible to acquire the Parent Shares pursuant to the exemption from the prospectus requirements of Canadian Securities Laws found in s. 2.12 Asset Acquisitions of National Instrument 45-106 Prospectus Exemptions. The certificates representing the Parent Shares (and any replacement certificate issued in a transaction exempt from registration under prior to the Securities Act by reason of Section 4(a)(2) expiration of the Securities Act applicable hold periods), or ownership statements issued under a direct registration system or other electronic book-based or book-entry system, will bear the following legends in accordance with applicable securities Laws: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE].” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE US SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE US SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(1) OR (D) ABOVE, A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION, TO THAT EFFECT MUST FIRST BE PROVIDED TO THE CORPORATION. THESE SECURITIES MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES.” Each Seller acknowledges that: (i) it has been provided with the opportunity to consult its own legal advisors with respect to the Parent Shares issuable to it pursuant to this Agreement and Rule 506 with respect to the existence of Regulation D resale restrictions imposed by applicable securities Laws; (ii) no representation has been made respecting the applicable holding periods imposed by the securities Laws or other resale restrictions applicable to the Parent Shares which restrict the ability of the Seller to resell such securities; (iii) it is solely responsible to find out what these restrictions are; (iv) it is solely responsible (and therefore the Parent is not in any way responsible) for compliance with applicable resale restrictions; and (v) it is aware that it may not be reable to resell the Parent Shares, except in accordance with limited exemptions under the securities Laws. Each Seller will execute and deliver within the applicable time periods all documentation as may be required by applicable securities Laws to permit the issuance of the Parent Shares on the terms set forth herein and, if required by applicable securities Laws, will execute, deliver and file or assist the Parent in obtaining and filing such reports, undertakings and other documents relating to the purchase of the Parent Shares as may be required by any applicable securities Laws, securities regulator, stock exchange or other regulatory authority, which includes, without limitation, determining the eligibility of each Seller to acquire the Parent Shares under applicable securities Laws, preparing and registering certificates (if any) representing the Parent Shares and completing regulatory filings required by the applicable securities commissions. Accordingly, each Seller consents to the collection, use and disclosure of certain personal information for the purposes of meeting legal, regulatory, self-offered regulatory, security and audit requirements (including any applicable tax, securities, money laundering or resold anti-terrorism legislation rules or regulations) and as otherwise permitted or required by Law, which disclosures may include disclosures to tax, securities or other than regulatory or self-regulatory authorities in conformity Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities. (i) Each Seller is resident in the United States or otherwise a “U.S. Person”, as defined in Regulation S under the US Securities Act. (ii) Seller understands and acknowledges (1) that the Parent Shares have not been, or will not be, registered under the US Securities Act, or under any state securities laws, and no registration requirements of statement or prospectus in respect thereof will be prepared or filed under the US Securities Act or applicable securities Laws, and such other applicable rules and regulations or pursuant to an exemption therefrom. All recipients of such that the Parent Shares shall be are being offered and sold in reliance upon federal, provincial and state exemptions for transactions not involving any public offering, thus the Parent Shares are “accredited investorsrestricted securities,” as such term is defined in Regulation D. The Rule 144 under the US Securities Act, and will be subject to restrictions on resale under such laws and as set forth in the restrictive legends set forth above. As a condition of receiving Parent Shares at Closing, each Seller shall be required to be issued pursuant deliver the Seller Acknowledgment as to the terms their status as an “accredited investor,” as defined in Rule 501(a) of this Agreement will be “restricted securities” within the meaning of Rule 144 and may not be offered, sold, pledged, assigned or otherwise transferred unless (i) a registration statement with respect thereto is effective Regulation D promulgated under the US Securities Act, together with any supporting information as reasonably requested by the Company or Parent in order to confirm their status and the availability of an exemption from the registration requirements of the US Securities Act and any applicable state securities laws or (ii) an exemption from such registration exists and Parent receives an opinion of counsel to for the holder issuance of such Parent Shares to such holder; (2) that upon the original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the US Securities Act or Applicable Securities Laws, the certificates representing the Parent Shares, which counsel and opinion are reasonably satisfactory all securities issued in exchange therefor or in substitution thereof, will bear legends as described in Section 3.05(a) above. (iii) Each Seller consents to Parent, that such Parent making a notation on its respective records or giving instructions to any transfer agent of the Parent Shares may be offered, sold, pledged, assigned in order to implement the restrictions on transfer set forth and described herein. (iv) Each Seller understands and acknowledges that Parent does not have an obligation or transferred in the manner contemplated without an effective present intention of filing a registration statement under the US Securities Act or applicable state securities laws. Applicable Securities Laws in respect of the Parent Shares issued pursuant to the terms of this Agreement will bear an appropriate legend and restriction on the books of Parent’s transfer agent to that effectShares. (bv) The Each Seller acknowledges that he is acquiring the Parent Shares issued by Parent solely for his, her or its own account and not on behalf of any other person for investment purposes only and not with a view to the Sellers pursuant resale, distribution or other disposition thereof in violation of Applicable Securities Laws. (vi) Each Seller represents and warrants that alone, or with the assistance of his, her or its professional advisors, he, she or it has such knowledge and experience in financial and business matters as to be capable of evaluating the terms merits and risks of this Agreement shall be reflected his, her or its investment in Parent’s books the Parent Shares and records in book entry onlyis able, without impairing his, her or its financial condition, to hold such securities for an indefinite period of time and to bear the economic risks, and shall be placed in withstand a restrictive class with appropriate notations reflecting the following restrictive legend: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933complete loss, AS AMENDED, OR ANY U.S. STATE OR OTHER COUNTRY’S SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE OR OTHER COUNTRY’S SECURITIES LAW, OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT. NO HEDGING TRANSACTIONS MAY BE CONDUCTED WITH RESPECT TO THESE SHARES UNLESS DONE IN COMPLIANCE WITH SAID ACTof such investment.” (cvii) The Each Seller represents and warrants that he, she or it has had access to such additional information, if any, concerning as he, she or it has considered necessary in connection with his, her or its investment decision to acquire the Parent Shares to be issued pursuant to this Agreement shall be issued via direct registration with Parent’s transfer agent. No Parent Shares will be issued to any Seller until such Seller shall provide Parent with such Seller’s taxpayer identification number and address pursuant to the terms of this AgreementShares.

Parent Shares. (a) The If such Stockholder elects to do so, such Stockholder is not acquiring the Parent Shares as a result of or subsequent to be issued pursuant any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to such Stockholder in connection with Parent Shares generally. (b) Such Stockholder has been furnished all materials relating to Parent and the Parent Shares that such Stockholder has requested and has been afforded the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense. (c) Representatives of Parent have answered all inquiries that such Stockholder has made of them concerning Parent and its Affiliates, or any other matters relating to the terms formation and proposed operation of this Agreement will be issued in a transaction exempt from registration under Parent and the Securities Act by reason of Section 4(a)(2) offering and sale of the Securities Act Parent Shares. Such Stockholder acknowledges that neither Parent nor any Affiliate of Parent has rendered or will render any Parent Shares advice or securities valuation advice to such Stockholder, and Rule 506 of Regulation D and therefore may not be re-offered that such Stockholder, if such Stockholder elects to do so, is neither subscribing for nor acquiring the Parent Shares in reliance upon, or resold other than in conformity with the registration requirements expectation of, any such advice. (d) Such Stockholder has not been furnished any offering literature with respect to the Parent Shares or Parent or any Affiliate of Parent. In addition, except as set forth in Article VII, no representations or warranties have been made to such Stockholder with respect to the Parent Shares or Parent or any Affiliate of Parent, and such Stockholder has not relied upon any representation or warranty in making this subscription. (e) Such Stockholder has such knowledge and experience in financial and business matters that such Stockholder is capable of evaluating the merits and risks of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. All recipients of such Parent Shares shall be and of making an informed Parent Shares decision with respect thereto. Such Stockholder is an “accredited investors” as such term is defined in Regulation D. The Parent Shares to be issued pursuant to the terms of this Agreement will be “restricted securitiesinvestor” within the meaning of Rule 144 and may not be offered, sold, pledged, assigned or otherwise transferred unless (i) a registration statement with respect thereto is effective Regulation D promulgated under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration exists and Parent receives an opinion of counsel to the holder of such Parent Shares, which counsel and opinion are reasonably satisfactory to Parent, that such Parent Shares may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Securities Act or applicable state securities laws. Parent Shares issued pursuant to the terms of this Agreement will bear an appropriate legend and restriction on the books of Parent’s transfer agent to that effectAct. (bf) The Such Stockholder has adequate means of providing for its, his or her current needs and possible future contingencies, and has no need, and anticipates no need in the foreseeable future, to sell the Parent Shares issued by for which such Stockholder subscribes. Such Stockholder is able to bear the economic risks of the Parent Shares and consequently, without limiting the generality of the foregoing, is able to hold the Parent Shares for an indefinite period of time and has sufficient net worth to sustain a loss of the entire Parent Shares in the event such loss should occur. (g) If such Stockholder elects to do so, such Stockholder is acquiring the Parent Shares for such Stockholder’s own account as principal for Parent Shares purposes and not with a view to the Sellers pursuant to the terms of this Agreement shall be reflected in Parent’s books and records in book entry onlydistribution or sale thereof, and shall be placed in a restrictive class with appropriate notations reflecting the following restrictive legend: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE OR OTHER COUNTRY’S SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE OR OTHER COUNTRY’S SECURITIES LAW, OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT. NO HEDGING TRANSACTIONS MAY BE CONDUCTED WITH RESPECT TO THESE SHARES UNLESS DONE IN COMPLIANCE WITH SAID ACT.” (c) The Parent Shares to be issued pursuant to this Agreement shall be issued via direct registration with Parent’s transfer agent. No Parent Shares will be issued subject to any Seller until such Seller shall provide Parent with such Seller’s taxpayer identification number and address pursuant to the terms requirement of this AgreementLaw that its property at all times be within his, her or its control.

Parent Shares. (a) The Holder acknowledges and agrees that in no event shall Holder offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, sell short, or otherwise dispose of or transfer any Parent Shares direct or indirectly (a “transfer”) unless Holder has received certificates registering such Parent Shares in Holder’s name or, if such Parent Shares are in book-entry and have been recorded on Parent’s books in Holder’s name, on the date such Parent Shares are to be issued pursuant to the terms of paid in accordance with Section 1(a); provided, that nothing in this Agreement will be issued prohibit Holder from entering into hedging transactions that are settled solely in a transaction exempt from registration under cash so long as such transactions do not violate the Securities Act by reason of Section 4(a)(2) of 1933, as amended (the “Securities Act and Rule 506 of Regulation D and therefore may not be re-offered Act”), or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations promulgated thereunder or Parent’s policies with respect to transactions in its securities that are applicable to Holder. Notwithstanding the foregoing, Holder acknowledges and agrees that the Company will require the cooperation of Parent to transfer to Holder any Parent Shares held by or issuable to the Company to which Holder is entitled pursuant to an exemption therefrom. All recipients Section 1(a), which may include the cooperation of such Parent Shares shall be “accredited investors” as such term is defined in Regulation D. The Parent Shares to prepare and deliver, or cause to be issued pursuant prepared and delivered, to the terms of this Agreement will be “restricted securities” within the meaning of Rule 144 and may not be offered, sold, pledged, assigned or otherwise transferred unless (i) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration exists and Parent receives an opinion of counsel to the holder of such Parent Shares, which counsel and opinion are reasonably satisfactory to Parent, that such Parent Shares may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Securities Act or applicable state securities laws. Parent Shares issued pursuant to the terms of this Agreement will bear an appropriate legend and restriction on the books of Parent’s transfer agent to a customary legal opinion as reasonably requested by such transfer agent, and that effect. (b) The the Company cannot cause, without such cooperation on the part of Parent Shares issued by Parent to the Sellers pursuant to the terms of this Agreement shall be reflected in and Parent’s books and records in book entry onlytransfer agent, and shall be placed in a restrictive class with appropriate notations reflecting the following restrictive legend: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE OR OTHER COUNTRY’S SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE OR OTHER COUNTRY’S SECURITIES LAW, OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT. NO HEDGING TRANSACTIONS MAY BE CONDUCTED WITH RESPECT TO THESE SHARES UNLESS DONE IN COMPLIANCE WITH SAID ACT.” (c) The transfer of any Parent Shares to Holder. The Company shall use commercially reasonable efforts to cooperate with Parent in the event of any such transfer by preparing and delivering, or causing to be issued pursuant to this Agreement shall be issued via direct registration with prepared or delivered, such customary documents or certificates reasonably requested by Parent or Parent’s transfer agent. No Holder hereby covenants to use commercially reasonable efforts to cooperate with the Company, Parent and Parent’s transfer agent in the event of any such transfer by preparing and delivering, or causing to be prepared or delivered, such customary documents or certificates and shall make such customary representations and warranties as are reasonably requested by the Company, Parent or Parent’s transfer agent from time to time. The Company shall not be deemed in breach of this Agreement for failure to deliver any certificates evidencing Parent Shares will be issued so long as it is using commercially reasonable efforts to transfer such Parent Shares to Holder. Furthermore, with respect to any Seller until of Holder’s Pro Rata Percentage of Parent Shares for which the Company is not yet obligated to pay such Seller shall provide Parent Shares to Holder in accordance with such Seller’s taxpayer identification number and address pursuant to the terms of this Agreement, Holder shall agree to such hold-backs or lock-ups on such Parent Shares on substantially the same terms (and in the same proportions) as to which the Company may agree with respect to similarly situated Parent Shares (e.g., Holder will agree to any hold-back that the Company agrees to in connection with a release of Escrow Shares). Notwithstanding the foregoing, (i) neither the Company nor its general partner nor GTCR nor any other fund affiliated with GTCR shall exercise independent voting control over Holder’s Pro Rata Percentage of any Parent Shares, including for the avoidance of doubt, Holder’s Pro Rata Percentage of the Initial Parent Shares, the Escrow Shares or any additional Parent Shares paid to the Company pursuant to Section 8 of the Merger Agreement, (ii) to the extent the Company is the holder of record of any of Holder’s Pro Rata Percentage of Parent Shares at the time any such Parent Shares are eligible to be voted at a regular or special meeting of Parent’s stockholders, the Company shall vote Holder’s Pro Rata Percentage of Parent Shares only as directed by Holder, and (iii) during any period in which the Company is the record owner of any of Holder’s Pro Rata Percentage of Parent Shares, the Company will work in good faith with Holder so that Holder shall enjoy all economic benefits of ownership of Holder’s Pro Rata Percentage of Parent Shares, including by remitting to Holder any and all payments or rights (including, without limitation, rights to dividends, distributions, merger consideration, poison pill purchase rights, spin-off securities and similar rights) in respect of such Parent Shares as promptly as practicable after receipt thereof.

Parent Shares. Executive acknowledges and agrees that in no event shall Executive offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, sell short, or otherwise dispose of or transfer any Parent Shares direct or indirectly (aa “transfer”) The unless Executive has received certificates registering such Parent Shares in Executive’s name. Notwithstanding the foregoing, Holder acknowledges and agrees that the Company will require the cooperation of Parent to transfer to Holder any Parent Shares held by or issuable to the Company to which Holder is entitled pursuant to Section 1(a), which may include the cooperation of Parent to prepare and deliver, or cause to be prepared and delivered, to Parent’s transfer agent a customary legal opinion as reasonably requested by such transfer agent, and that the Company cannot cause, without such cooperation on the part of Parent and Parent’s transfer agent, the transfer of any Parent Shares to Holder. The Company shall use commercially reasonable efforts to cooperate with Parent in the event of any such transfer by preparing and delivering, or causing to be issued pursuant prepared or delivered, such customary documents or certificates reasonably requested by Parent or Parent’s transfer agent. Holder hereby covenants to use commercially reasonable efforts to cooperate with the Company, Parent and Parent’s transfer agent in the event of any such transfer by preparing and delivering, or causing to be prepared or delivered, such customary documents or certificates and shall make such customary representations and warranties and agree to such customary lock-ups or hold-backs on substantially the same terms as to which the Company may be subject as are reasonably requested by the Company, Parent or Parent’s transfer agent from time to time. The Company shall not be deemed in breach of this Agreement will be issued in a transaction exempt from registration under the Securities Act by reason of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D and therefore may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant for failure to an exemption therefrom. All recipients of deliver any certificates evidencing Parent Shares so long as it is using commercially reasonable efforts to transfer such Parent Shares to Holder. Notwithstanding the foregoing, neither the Company nor its general partner nor any other fund affiliated with GTCR shall be “accredited investors” as such term is defined in Regulation D. The exercise independent voting control over Holder’s Pro Rata Percentage of any Parent Shares, including for the avoidance of doubt, Holders’ Pro Rata Percentage of the Initial Parent Shares, the Escrow Shares or any additional Parent Shares paid to be issued the Company pursuant to Section 8 of the terms of this Agreement will be “restricted securities” within Merger Agreement. To the meaning of Rule 144 and may not be offered, sold, pledged, assigned or otherwise transferred unless (i) a registration statement with respect thereto extent the Company is effective under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration exists and Parent receives an opinion of counsel to the holder of record of any such Parent Shares, which counsel and opinion are reasonably satisfactory to Parent, that Shares at the time such Parent Shares may be offered, sold, pledged, assigned voted at a regular or transferred in the manner contemplated without an effective registration statement under the Securities Act or applicable state securities laws. Parent Shares issued pursuant to the terms of this Agreement will bear an appropriate legend and restriction on the books special meeting of Parent’s transfer agent to that effect. (b) The stockholders, the Company shall vote Holders’ Pro Rata Percentage of Parent Shares issued only as directed by Parent to the Sellers pursuant to the terms of this Agreement shall be reflected in Parent’s books and records in book entry only, and shall be placed in a restrictive class with appropriate notations reflecting the following restrictive legend: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE OR OTHER COUNTRY’S SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE OR OTHER COUNTRY’S SECURITIES LAW, OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT. NO HEDGING TRANSACTIONS MAY BE CONDUCTED WITH RESPECT TO THESE SHARES UNLESS DONE IN COMPLIANCE WITH SAID ACTHolder.” (c) The Parent Shares to be issued pursuant to this Agreement shall be issued via direct registration with Parent’s transfer agent. No Parent Shares will be issued to any Seller until such Seller shall provide Parent with such Seller’s taxpayer identification number and address pursuant to the terms of this Agreement.

Parent Shares. (a) The Parent Shares to be issued pursuant to the terms of this Agreement will be issued in a transaction exempt from registration under the Securities Act by reason of Section 4(a)(2) of thereof and/or Regulation D promulgated under the Securities Act and Rule 506 of Regulation D and therefore may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. All recipients Until the resale by the Equityholders of such their Parent Shares shall be “accredited investors” as such term is defined in Regulation D. The Parent Shares to be issued has become registered (including pursuant to the terms of this Agreement will be “restricted securities” within the meaning of Rule 144 and may not be offered, sold, pledged, assigned or otherwise transferred unless (iRegistration Statement) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws Act, or (ii) otherwise transferable pursuant to an exemption from such registration exists and otherwise required thereunder, the Parent receives an opinion of counsel Shares issued to the holder of such Parent Shares, which counsel and opinion are reasonably satisfactory to Parent, that such Parent Shares may Equityholders shall be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement characterized as “restricted securities” under the Securities Act and, if certificated, shall bear the following legend (or applicable state securities laws. Parent Shares issued pursuant to the terms of this Agreement will bear an appropriate legend and restriction on the books of Parent’s transfer agent to that effect. (b) The Parent Shares issued by Parent to the Sellers pursuant to the terms of this Agreement shall be reflected in Parent’s books and records if held in book entry onlyform, and shall will be placed in noted with a restrictive class with appropriate notations reflecting the following restrictive legend: similar restriction): “THE SHARES OF STOCK REPRESENTED HEREBY 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, AS AMENDED, OR ANY U.S. STATE OR OTHER COUNTRY’S SECURITIES LAWS. THEY SUCH SHARES MAY NOT BE SOLD RESOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EFFECTIVE REGISTRATION STATEMENT AS TO EXEMPTION UNDER THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE OR OTHER COUNTRY’S SECURITIES LAW, OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT. NO HEDGING TRANSACTIONS MAY BE CONDUCTED WITH RESPECT TO THESE SHARES UNLESS DONE IN COMPLIANCE WITH SAID ACT.”” Parent agrees to cooperate in a timely manner with the Equityholders holding Registrable Securities to remove any restrictive legends or similar transfer instructions from the Registrable Securities upon the registration of the Registrable Securities or in the event that the Registrable Securities are otherwise transferable pursuant to an exemption from registration otherwise required thereunder. (b) Each Equityholder that will receive Parent Shares in connection with the transactions contemplated hereby shall be required to enter into a Joinder to Parent Voting Agreement and Right of First Refusal and Co-Sale Agreement in substantially the form attached hereto as Exhibit F as a condition to receiving such Parent Shares. Each Equityholder acknowledges and agrees that, upon execution and delivery of the Right of First Refusal and Co-Sale Agreement and the Voting Agreement, the Parent Shares held by such Equityholder shall be subject to the right of first refusal and co-sale and lockup provisions contained in Section 2 and 5, respectively, of the Right of First Refusal and Co-Sale Agreement, as well as the “drag-along” provisions of Section 3 of the Voting Agreement. (c) The In the event that at the time of payment of any Contingent Merger Consideration (if the Parent Shares elects to make such payment through the issuance of Parent Shares) or Delayed Merger Consideration, the Initial Milestone has been met, then as promptly as reasonably practicable following the issuance of such Registrable Securities, Parent shall file with the SEC, and use its commercially reasonable efforts to cause to be issued declared effective as soon as reasonable practicable after filing (in the case of clause (1) below), either (1) a Registration Statement (or a post-effective amendment to a Registration Statement) covering the resale on a continuous basis of such Registrable Securities held by all holders that have adequately and timely provided Parent with all selling shareholder information required under the Securities Act and the rules and regulations promulgated thereunder to be included in such Registration Statement or (2) in the event Parent determines that it may register the resale of such Registrable Securities under an existing Registration Statement without an amendment thereto, a prospectus supplement (a “Prospectus Supplement”) under such Registration Statement covering the resale on a continuous basis of the Additional Registrable Securities held by all holders that have adequately and timely provided Parent with all selling shareholder information required under the Securities Act and the rules and regulations promulgated thereunder to be included in the Prospectus Supplement. (d) Parent shall use its commercially reasonable efforts to (i) prepare and file with the SEC such amendments and supplements to any Registration Statement filed pursuant to this Agreement shall Section 2.9(c) as may be issued via direct registration with Parent’s transfer agent. No Parent Shares will be issued necessary to any Seller keep the Registration Statement effective until such Seller time that all Registrable Securities covered by the Registration Statement cease to constitute Registrable Securities hereunder (the “Effectiveness Period”), provided, however, that in no event shall provide the Effectiveness Period last longer than three (3) years from the date of the original effectiveness of the Registration Statement; (ii) after the Initial Milestone has occurred, make and keep available adequate current public information, as those terms are defined in Rule 144; (iii) after the Initial Milestone has occurred, use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of Parent under the Securities Act and Exchange Act; and (iv) cause all such reports and other documents required to be filed by Parent under the Securities Act and Exchange Act (other than the information supplied (or to be supplied) by or on behalf of any of the Holders of Registrable Securities for inclusion or incorporation by reference in the applicable Registration Statement or Prospectus) at the time of sale of any Registrable Securities not to contain any untrue statement of material fact or omit to state a material fact required to be stated therein necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) As a condition to its obligations under this Section 2.9, Parent may require each Holder of Registrable Securities as to which any registration is being effected pursuant to Section 2.9(c) to (i) furnish Parent with such Seller’s taxpayer identification number information regarding such Person that is necessary to satisfy the disclosure requirements relating to the registration and address pursuant the distribution of such securities under the Securities Act and the rules and regulations promulgated thereunder as Parent may from time to time reasonably request in writing; (ii) execute and deliver a Lock Up Agreement if such Registration Statement is filed in connection with the initial Public Offering or within the 180 day period after the initial Public Offering (provided, however, that the terms of this Section 2.9, including the obligation to execute and deliver a Lock Up Agreement pursuant to this clause (ii), shall not substitute for, replace or otherwise limit the obligations of a Holder of Registrable Securities to abide by and execute further agreements pursuant to Section 5.1 of the Right of First Refusal and Co-Sale Agreement), and (iii) promptly notify Parent in writing of any changes in the information set forth in the applicable Registration Statement after it is prepared regarding the Holder of Registrable Securities. None of the information supplied (or to be supplied) by or on behalf of any of the Holders of Registrable Securities for inclusion or incorporation by reference in the Registration Statement or Prospectus will, at the time the Registration Statement is declared effective under the Securities Act (or with respect to any post-effective amendments or supplements thereto, at the time such post-effective amendments or supplements become effective under the Securities Act), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. For the purposes of this Section 2.9, a “Holder of Registrable Securities” refers solely to a holder of Registrable Securities issued hereunder.

Parent Shares. (a) Each of the Stockholders and the Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its participation in the transactions contemplated hereby and acquiring the Parent Shares constituting the Closing Date Stock Consideration. The Seller is acquiring the Parent Shares constituting the Closing Date Stock Consideration for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling such Parent Shares. The Stockholders and the Seller understands and agrees that such Parent Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended (the “Securities Act”), except pursuant to an exemption from such registration available under the Securities Act, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable. The Stockholders and the Seller understand that the Parent Shares to be issued pursuant to hereby are characterized as “restricted securities” under the terms of this Agreement will be federal securities Laws inasmuch as they are being issued in a transaction exempt from not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act by reason of Section 4(a)(2) only in certain limited circumstances. In this connection, each of the Securities Act Stockholders and the Seller represents that it is knowledgeable with respect to Rule 506 of Regulation D and therefore may not be re-offered or resold other than in conformity with the registration requirements 144 of the U.S. Securities Act and such other applicable rules Exchange Commission promulgated under the Securities Act. Each of the Stockholders and regulations or pursuant to an exemption therefrom. All recipients of such Parent Shares shall be “accredited investors” as such term is defined in Regulation D. The the Seller understand that any certificates evidencing the Parent Shares to be issued pursuant hereby, or the book-entry account maintained in respect thereof, will bear an appropriate restrictive legend to the terms effect of the provisions of this Section 3.04. Each of the Stockholders and the Seller acknowledges that neither the Parent nor the Buyer has any obligation to register or qualify the Parent Shares constituting the Closing Date Stock Consideration for resale. (b) Each of the Stockholders and the Seller has been given access to and an opportunity to examine such documents, materials and information concerning the Parent as it deems to be necessary or advisable in order to reach an informed decision as to an investment in the Parent Shares constituting the Closing Date Stock Consideration, has carefully reviewed and understands these materials and has had answered to its full satisfaction any and all questions regarding such information, and is familiar with the business and financial condition and operations of the Parent. Each of the Stockholders and the Seller has received and carefully reviewed the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, all subsequent public filings of the Parent with the Securities and Exchange Commission, other publicly available information regarding the Parent, and such other information that it and its advisers deem necessary to make its decision to enter into the transaction contemplated by this Agreement. Each of the Stockholders and the Seller has evaluated the merits and risks of the transaction contemplated by this Agreement will based exclusively on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary. Each of the Stockholders and the Seller acknowledges and understands that the Parent and the Buyer may possess material nonpublic information that may impact the value of the Closing Date Stock Consideration (the “Information”) and that the Parent and the Buyer are not disclosing such Information to the Stockholders and the Sellers. (c) Each of the Stockholders and the Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (d) Each of the Stockholders and the Seller acknowledges and agrees that all Parent Shares to be issued constituting the Closing Date Stock Consideration shall (and any certificates or book-entry entitlements representing such Parent Shares) be “restricted securities” within the meaning of Rule 144 and may not be offered, sold, pledged, assigned or otherwise transferred unless (i) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration exists and Parent receives an opinion of counsel shall bear the following legend to the holder of such Parent Shares, which counsel and opinion are reasonably satisfactory to Parent, extent applicable (along with any other legends that such Parent Shares may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement required under the Securities Act or applicable state securities laws. Parent Shares issued pursuant to the terms of this Agreement will bear an appropriate legend and restriction on the books of Parent’s transfer agent to that effect. (b) The Parent Shares issued by Parent to the Sellers pursuant to the terms of this Agreement shall be reflected in Parent’s books and records in book entry only, and shall be placed in a restrictive class with appropriate notations reflecting the following restrictive legend: “Law): THE SHARES SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE OR OTHER COUNTRY’S SECURITIES LAWS. THEY 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE OR OTHER COUNTRY’S SECURITIES LAW, OR AN EXEMPTION FROM SUCH REGISTRATION ACCORDANCE WITH RULE 144 UNDER THE ACT. NO HEDGING TRANSACTIONS MAY BE CONDUCTED WITH RESPECT , OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THESE SHARES UNLESS DONE IN COMPLIANCE WITH SAID ACTTHE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.” (c) The Parent Shares to be issued pursuant to this Agreement shall be issued via direct registration with Parent’s transfer agent. No Parent Shares will be issued to any Seller until such Seller shall provide Parent with such Seller’s taxpayer identification number and address pursuant to the terms of this Agreement.