Common use of Sale of Shares Pursuant to Regulation D Clause in Contracts

Sale of Shares Pursuant to Regulation D. The parties hereto acknowledge and agree that the shares of Parent Common Stock issuable to the Company Shareholders pursuant to Section 1.6 hereof shall constitute "restricted securities" under the Securities Act. The certificates of Parent Common Stock shall bear the legends set forth in Section 1.6(h). It is acknowledged and understood that Parent is relying on certain written representations made by each Company Shareholder. Company will use its best efforts to cause each Company Shareholder to execute and deliver to Parent an Investor Representation Statement in the form attached hereto as Exhibit 5.3 (the "Investor Representation Statement") prior to the Closing Date.

Sale of Shares Pursuant to Regulation D. The parties hereto acknowledge and agree that the shares of Parent Common Stock issuable to the Company Shareholders Holders pursuant to Section 1.6 2.3 hereof shall constitute "“restricted securities" ” under the Securities Act. All such holders shall be accredited investors. The certificates of Parent Common Stock shall bear the legends legend set forth in Section 1.6(h)2.12. It is acknowledged and understood that Parent is relying on certain written representations made by each Company Shareholderof the Holders. Company will use its best commercially reasonable efforts to cause each Company Shareholder Holders to execute and deliver to Parent an Investor Representation Statement in the form attached hereto as Exhibit 5.3 D (the "“Investor Representation Statement"”) prior to the Closing Date.

Sale of Shares Pursuant to Regulation D. The parties hereto acknowledge and agree that the shares of Parent Common Stock issuable to the Company Shareholders pursuant to Section 1.6 hereof shall constitute "“restricted securities" ” under the Securities Act. The certificates of Parent Common Stock shall bear the legends set forth in Section 1.6(h1.6(f). It is acknowledged and understood that Parent is relying on certain written representations made by each Company Shareholder. Company will use its reasonable best efforts to cause each Company Shareholder to execute and deliver to Parent an Investor Representation Statement in the form attached hereto as Exhibit 5.3 (the "“Investor Representation Statement") prior to the Closing Date”).

Sale of Shares Pursuant to Regulation D. The parties hereto acknowledge and agree that the shares of Parent Common Stock issuable to the Company Shareholders pursuant to Section 1.6 Sections 1.6, 1.12 and 1.13 hereof shall constitute "restricted securities" under the Securities Act. The certificates of Parent Common Stock shall bear the legends set forth in Section 1.6(h). It is acknowledged and understood that Parent is relying on certain written representations made by each Company Shareholder. Company will use its reasonable best efforts to cause each Company Shareholder to execute and deliver to Parent an Investor Representation Statement in the form attached hereto as Exhibit 5.3 (the "Investor Representation Statement") prior to the Closing Date).

Sale of Shares Pursuant to Regulation D. The parties Parties hereto acknowledge and agree that the shares of Parent Common Stock issuable to the Company Shareholders stockholders pursuant to Section 1.6 2.7 hereof shall constitute "“restricted securities" under ” within the Securities Act. The certificates of Parent Common Stock shall bear the legends set forth in Section 1.6(h)2.9. The Company will use its best efforts to cause each Eligible Company Holder who will receive Parent Common Stock to execute and deliver to Parent an Accredited Investor Certificate in the form attached hereto as Exhibit B. It is acknowledged and understood that Parent is relying on certain the written representations made by each stockholder of the Company Shareholder. Company will use its best efforts to cause each Company Shareholder to execute and deliver to Parent an Investor Representation Statement in the form attached hereto as Exhibit 5.3 (the "Accredited Investor Representation Statement") prior to the Closing DateCertificates.