Common use of Rule 145 Clause in Contracts

Rule 145. All shares of Parent Preferred Stock issued pursuant to this Agreement to “affiliates” of the Company will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend.

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “"affiliates” " of the Company listed in Schedule 1.12 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend.

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “affiliates” of the Company set forth on Schedule 2.19 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend.

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “affiliates” of the Company listed in Schedule 1.12 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend.

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “affiliates” Affiliates of the Company identified on Schedule 2.23 attached hereto will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an the appropriate restrictive legend.

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “affiliates” of the Company Shareholder will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend. At the Closing, Parent and the Shareholder shall execute and deliver a Registration Rights Agreement covering all shares of Parent Common Stock issued pursuant to this Agreement (including the Escrow Shares) pursuant to Section 6.12 hereof.

Rule 145. All shares of Parent Preferred Xxxxxxxx Common Stock issued pursuant to this Agreement to “affiliates” of the Company will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend.

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “affiliates” of the Company listed on Schedule 1.16 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and all certificates representing such shares shall bear an appropriate restrictive legend. At the Closing, Parent and the Members shall execute and deliver a Registration Rights Agreement in the form annexed hereto as Exhibit D with respect to registration of the shares of Parent Common Stock under the Securities Act (the “Registration Rights Agreement”).

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “‘‘affiliates” ’’ of the Company listed in Schedule 1.12 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend.

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “affiliates” of the Company identified on Schedule 1.24 attached hereto will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act (as defined herein) and all certificates representing such shares shall bear an appropriate restrictive legend.

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “"affiliates” " of the Company listed on Schedule 1.15 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend.

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “affiliates” of the Company will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend.

Rule 145. All Buyer Securities, inclusive of the shares of Parent Preferred Buyer Common Stock underlying the Warrants, issued pursuant to this Agreement to “affiliates” of the Company listed on Schedule 1.5 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares Buyer Securities shall bear an appropriate restrictive legend.

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “affiliates” affiliates of the Company identified on Schedule 1.15 attached hereto will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an the appropriate restrictive legend.

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “"affiliates” " of the Company listed on Schedule 1.15 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend. At the Closing, Parent and the Stockholders shall execute and deliver a Registration Rights Agreement in the form annexed hereto as Exhibit E with respect to registration of the shares of Parent Common Stock under the Securities Act (the "Registration Rights Agreement").

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “affiliates” of the Company listed on Schedule 1.14 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and all certificates representing such shares shall bear an appropriate restrictive legend. At the Closing, Parent and the Members shall execute and deliver a Registration Rights Agreement in the form annexed hereto as Exhibit F with respect to registration of the shares of Parent Common Stock under the Securities Act (the “Registration Rights Agreement”).

Rule 145. All shares of Parent Preferred Common Stock issued pursuant to this Agreement to “affiliates” of the Company will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend.