Common use of Securities Law Representations Clause in Contracts

Securities Law Representations. Each of Xxxxxxx Wee Xxxx Xxxx, ------------------------------ Strongland Investments Ltd and Manyways International Ltd hereby represents and warrants to, and agrees with, DoveBid as follows: 2.21.1 The Convertible Subordinated Promissory Note and any securities issuable upon conversion thereof (collectively, with the Convertible Subordinated Promissory Note, the "DoveBid Securities") will be acquired for investment for such Shareholder's own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act, and such Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. 2.21.2 Such Shareholder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the DoveBid Securities. Such Shareholder further has had an opportunity to ask questions and receive answers from DoveBid regarding the terms and conditions of the offering of the DoveBid Securities and to obtain additional information (to the extent DoveBid possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such Shareholder or to which such Shareholder had access. 2.21.3 Such Shareholder understands that the purchase of the DoveBid Securities involves substantial risk. Such Shareholder: (i) has experience as an investor in securities of companies in the development stage and acknowledges that such Shareholder is able to fend for itself, can bear the economic risk of such Shareholder's investment in the DoveBid Securities and has such Knowledge and experience in financial or business matters that such Shareholder is capable of evaluating the merits and risks of this investment in the DoveBid Securities and protecting its own interests in connection with this investment and/or (ii) has a preexisting personal or business relationship with DoveBid and certain of its officers, directors or controlling persons of a nature and duration that enables such Shareholder to be aware of the character, business acumen and financial circumstances of such persons. 2.21.4 Such Shareholder is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act. 2.21.5 Such Shareholder understands that the DoveBid Securities are characterized as "restricted securities" under the Securities Act of 1933, as amended (the "Securities Act") inasmuch as they are being acquired from DoveBid in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Shareholder represents that such Shareholder is familiar with Rule 144 of the U.S. Securities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Shareholder understands that DoveBid is under no obligation to register any of the securities sold hereunder. Such Shareholder understands that (i) DoveBid has withdrawn its Registration Statement on Form S-1 (No. 333- 32184) and (ii) no public market now exists for any of the DoveBid Securities and that it is uncertain whether a public market will ever exist for the DoveBid Securities.

Securities Law Representations. Each Seller makes the following representations with respect to the Equity Securities received by such Seller as part of Xxxxxxx Wee Xxxx Xxxx, ------------------------------ Strongland Investments Ltd and Manyways International Ltd hereby represents and warrants to, and agrees with, DoveBid as followsthe Purchase Price: 2.21.1 The Convertible Subordinated Promissory Note (a) EACH SELLER IS ABLE TO BEAR THE ECONOMIC RISK OF ITS INVESTMENT IN THE EQUITY SECURITIES FOR AN INDEFINITE PERIOD OF TIME. THE EQUITY SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND THEREFORE CANNOT BE TRANSFERRED OR SOLD UNLESS THE EQUITY SECURITIES IS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT, AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION OR EXCEPTION FROM SUCH REGISTRATION IS AVAILABLE AND SUCH AVAILABILITY OF THE EXEMPTION SHALL BE ESTABLISHED TO THE SATISFACTION OF BUYER AND ITS COUNSEL. EACH SELLER ALSO RECOGNIZES THAT NO FEDERAL OR STATE AGENCY HAS PASSED UPON THE EQUITY SECURITIES OR MADE ANY FINDING OR DETERMINATION AS TO THE FAIRNESS OF THE ACCEPTANCE OF THE EQUITY SECURITIES. Each Seller acknowledges and any securities issuable upon conversion thereof understands that there is no public market for the Equity Securities and that no market for the Equity Securities is likely to develop. (collectivelyb) Each Seller recognizes that his acceptance of the Equity Securities involves a high degree of risk which may result in the loss of the total amount of the principal thereof. Each Seller acknowledges that such Seller is aware of and has carefully considered all risks incident to the acquisition of the Equity Securities, with including without limitation the Convertible Subordinated Promissory Note, risks set forth in the "DoveBid Securities"SEC Filings. Each Seller has carefully considered and understands and accepts all such risks. (c) will be acquired Each Seller is acquiring the Equity Securities for such Seller’s own account (as principal) for investment for such Shareholder's own account, not as a nominee or agent, and not with a view to the public distribution or resale thereof, and has not offered or distribution thereof within the meaning sold any portion of the Equity Securities Act, and such Shareholder has no present intention of selling, granting any participation in, dividing the Equity Securities with others or of reselling or otherwise distributing disposing of any portion of the sameEquity Securities. 2.21.2 Such Shareholder has received or (d) Each Seller has had full access the opportunity to all review the SEC Filings and other publicly available information it considers necessary or appropriate concerning Buyer and has determined that such information is sufficient to make an informed investment decision decision. While Buyer has attempted to provide information that is as accurate as possible, Investor acknowledges and agrees that Buyer and its representatives cannot and do not make any assurances, representations or warranties with respect to any such information, except for the DoveBid Securitiesrepresentations expressly set forth herein concerning information included in the SEC Filings. Such Shareholder further has had an opportunity to ask questions All such information, including without limitation the information included in the SEC Filings, is qualified in all respects by the risk factors discussed in the SEC Filings. Investor acknowledges and receive answers from DoveBid regarding the terms and conditions understands that none of the offering information provided or made available by or on behalf of the DoveBid Securities and to obtain additional information (to the extent DoveBid possessed such information Buyer constitutes any legal, tax or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such Shareholder or to which such Shareholder had access. 2.21.3 Such Shareholder understands that the purchase of the DoveBid Securities involves substantial riskinvestment advice. Such Shareholder: (i) Each Seller has experience as an investor in securities of companies in the development stage and acknowledges that such Shareholder is able to fend for itself, can bear the economic risk of such Shareholder's investment in the DoveBid Securities and has such Knowledge sufficient knowledge and experience in financial or and business matters that to enable such Shareholder is capable of evaluating Seller to evaluate the merits and risks of this an investment in the DoveBid Securities Equity Securities. In addition, in reaching the conclusion that each Seller desires to accept the Equity Securities, such Seller has carefully evaluated its financial resources and protecting its own interests in connection investments, has consulted with such legal, accounting and other experts as necessary, and acknowledges that such Seller is able to bear the economic risks of this investment and/or (ii) has a preexisting personal or business relationship with DoveBid and certain of its officers, directors or controlling persons of a nature and duration that enables such Shareholder to be aware of the character, business acumen and financial circumstances of such personsinvestment. 2.21.4 Such Shareholder (e) Each Seller is an "accredited investor" within the meaning of Regulation D promulgated as such term is defined in Rule 501 under the Securities Act. Each Seller will provide to Buyer such information as may be reasonably requested by Buyer to enable it to satisfy itself as to accredited status of the each Seller and the knowledge and experience of each Seller and his ability to bear the economic risk of an investment in the Equity Securities. 2.21.5 Such Shareholder understands (f) The address and social security number or federal tax identification number set forth on the Sellers' Signature Page are his true and correct state (or other jurisdiction) of residence and social security number or federal tax identification number. Sellers have no present intention of becoming a resident of any other state or jurisdiction. Sellers are not subject to backup withholding and will provide such forms and documents as may be required by Buyer to evidence his exemption from backup or other withholding Taxes and hereby consents to withholding of any applicable Taxes from any dividends from Buyer. (g) Sellers acknowledge and understand that certain of the DoveBid Securities are characterized as "restricted securities" under the Securities Act of 1933information that they have received regarding Buyer and its Subsidiaries may be material, as amended (the "Securities Act") inasmuch as they are being acquired from DoveBid in a transaction not involving a non-public offering information, and that under Sellers will not be able to trade in the Securities Act Common Stock while in possession of such information until that information has been properly disseminated to the public or becomes immaterial to Buyer and applicable regulations thereunder such securities may be resold without registration under its Subsidiaries. (h) Sellers acknowledge that they understand the Securities Act only in certain limited circumstances. In this connection, such Shareholder represents that such Shareholder is familiar with Rule 144 meaning and legal consequences of the U.S. Securities representations, warranties and Exchange Commission, as presently covenants set forth in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Shareholder understands that DoveBid is under no obligation to register any of the securities sold hereunder. Such Shareholder understands that (i) DoveBid has withdrawn its Registration Statement on Form S-1 (No. 333- 32184) and (ii) no public market now exists for any of the DoveBid Securities this Section 4.19 and that it is uncertain whether a public market Buyer has relied and will ever exist for the DoveBid Securitiesrely upon such representations, warranties, covenants and certifications.

Securities Law Representations. Each of Xxxxxxx Wee Xxxx XxxxMidtown hereby represents, ------------------------------ Strongland Investments Ltd and Manyways International Ltd hereby represents and warrants to, and agrees with, DoveBid as followsto the following: 2.21.1 (a) THE SHARES TO BE ISSUED PURSUANT TO SECTION 1(B) ABOVE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING ISSUED IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, OR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS INVESTMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES MAY NOT BE TRANSFERRED, WHOLLY OR IN PART, EXCEPT IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS. (b) The Convertible Subordinated Promissory Note and any securities issuable upon conversion thereof (collectively, with the Convertible Subordinated Promissory Note, the "DoveBid Securities") will be acquired Shares are being issued for Midtown's own account for investment for such Shareholder's own account, not as a nominee or agent, and not with a view for distribution or resale to the public resale or distribution thereof within the meaning of the Securities Act, and such Shareholder has no present intention of selling, granting any participation in, others. Midtown agrees that it will not sell or otherwise distributing transfer the same. 2.21.2 Such Shareholder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the DoveBid Securities. Such Shareholder further has had an opportunity to ask questions and receive answers from DoveBid regarding the terms and conditions of the offering of the DoveBid Securities and to obtain additional information (to the extent DoveBid possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such Shareholder or to which such Shareholder had access. 2.21.3 Such Shareholder understands that the purchase of the DoveBid Securities involves substantial risk. Such ShareholderShares unless: (i) has experience as an investor in the Shares represented have been registered under the Act and applicable state securities of companies laws or, in the development stage opinion of counsel acceptable to OptimizeRx, an exemption from registration is available; and acknowledges that (ii) such Shareholder is able to fend for itselftransfer will riot, can bear the economic risk of such Shareholder's investment in the DoveBid Securities opinion of counsel acceptable to OptimizeRx, cause OptimizeRx to violate any of the applicable federal and state securities laws and regulations. (c) Midtown is an "Accredited Investor" as deemed in Rule 501 of Regulation D under the Act. (d) Midtown has such Knowledge knowledge and experience in financial or and business matters in general and in particular with respect to this type of investment that such Shareholder Midtown is capable of evaluating the merits and risks of this an investment in OptimizeRx. (e) Midtown represents that it has adequate means of providing for its current needs and possible future financial contingencies and that Midtown has no need for liquidity in the DoveBid Securities Shares. (f) Midtown recognizes, understands and protecting its own interests in connection with this investment and/or (ii) has a preexisting personal or business relationship with DoveBid and certain of its officers, directors or controlling persons of a nature and duration that enables such Shareholder to be aware evaluated all of the character, business acumen disclosures and financial circumstances of such persons. 2.21.4 Such Shareholder is an "accredited investor" within risk factors related to OptimizeRx and the meaning of Regulation D promulgated under the Securities Act. 2.21.5 Such Shareholder understands that the DoveBid Securities are characterized Shares as "restricted securities" under the Securities Act of 1933, as amended (the "Securities Act") inasmuch as they are being acquired from DoveBid disclosed in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Shareholder represents that such Shareholder is familiar OptimizeRx's periodic reports filed with Rule 144 of the U.S. Securities and Exchange Commission, as presently in effect, . Midtown is aware that this investment is speculative and understands the resale limitations imposed thereby and by the Securities Act. Such Shareholder understands that DoveBid is under no obligation to register any involves a high degree of the securities sold hereunder. Such Shareholder understands that (i) DoveBid has withdrawn its Registration Statement on Form S-1 (No. 333- 32184) and (ii) no public market now exists for any of the DoveBid Securities risk and that there is no assurance as to the future performance of OptimizeRx. Midtown has been given an opportunity to ask OptimizeRx questions related to OptimizeRx's financial condition and plans of operations. OPTIMIZERX HAS NOT MADE TO MIDTOWN, NOR IS HEREBY MAKING TO MIDTOWN, ANY REPRESENTATION OR WARRANTY RELATING TO ITS CURRENT OR FUTURE FINANCIAL CONDITION OR TO ANY OF ITS CURRENT OR FUTURE PLANS OF OPERATIONS. (g) Midtown hereby acknowledges that it is uncertain whether a public market will ever exist has discussed with its professional, legal, tax and financial advisors the suitability of an investment in OptimizeRx for the DoveBid SecuritiesMidtown's particular tax and financial situation.

Securities Law Representations. Each of Xxxxxxx Wee Xxxx Xxxx, ------------------------------ Strongland Investments Ltd and Manyways International Ltd hereby Holder represents and warrants to, and agrees with, DoveBid to Company as follows: 2.21.1 The Convertible Subordinated Promissory Note (a) Holder acknowledges that the Warrant Shares have not been registered under the Act will initially be “restricted securities” (as such term is defined in Rule 144 promulgated under the Act) (“Rule 144”) and any securities issuable upon conversion thereof that the certificates evidencing the Warrant Shares will include this legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (collectivelyTHE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.” Holder further acknowledges that the Warrant Shares cannot be sold unless registered with the Convertible Subordinated Promissory Note, United States Securities and Exchange Commission (the "DoveBid Securities"“Commission”) will be acquired for investment for such Shareholder's own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act, and such Shareholder has no present intention of selling, granting any participation inqualified by appropriate state securities regulators, or unless Holder obtains written consent from Company and otherwise distributing the same. 2.21.2 Such Shareholder has received or has had full access to all the information complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144). Holder represents that it considers necessary or appropriate to make an informed investment decision is knowledgeable with respect to Rule 144, including the DoveBid Securitiesprovisions of Rule 144 which permit resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the Company. Such Shareholder further has had an opportunity to ask questions and receive answers from DoveBid regarding the terms and conditions Holder understands that such current public information is not available as of the offering date of the DoveBid Securities this Warrant. Holder acknowledges and to obtain additional information (to the extent DoveBid possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such Shareholder or to which such Shareholder had access. 2.21.3 Such Shareholder understands that the purchase Company may not be satisfying the current public information requirement of Rule 144 at the time Holder wishes to transfer the Warrant Shares, and that, in such event, the Holder may be precluded from transferring the Warrant Shares under Rule 144 for an extended period of time and potentially may not ever be permitted to transfer the Warrant Shares under Rule 144, even if the other applicable requirements of Rule 144 have been satisfied. Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Act or an exemption from registration will be required for any disposition of the DoveBid Securities involves substantial risk. Such Shareholder: Warrant Shares. (ib) Holder has experience as an investor in securities adequate means of companies providing for current needs and contingencies, has no need for liquidity in the development stage investment, and acknowledges that such Shareholder is able to fend for itself, can bear the economic risk of such Shareholder's an investment in the DoveBid Securities Warrant and Warrant Shares offered by Company of the size contemplated. Holder represents that Xxxxxx is able to bear the economic risk of the investment and at the present time can afford a complete loss of such investment. Xxxxxx has such Knowledge had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Xxxxxx has deemed appropriate, including with respect (c) Holder is an “Accredited Investor” as defined in Regulation D of the Act. Holder, either alone or with Xxxxxx’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient knowledge and experience in financial or and business matters that such Shareholder Holder is capable of evaluating the merits and risks of this an investment in the DoveBid Securities Warrant and protecting its Warrant Shares offered by Company and of making an informed investment decision with respect thereto and has the capacity to protect Xxxxxx’s own interests in connection with this Xxxxxx’s proposed investment and/or in the Warrant and Warrant Shares. Neither (i) Holder, (ii) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (iii) any beneficial owner of any of the Company’s Common Stock held by Xxxxxx is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Act, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act and disclosed, reasonably in advance of the acceptance of this Warrant, in writing in reasonable detail to the Company. (d) Holder is acquiring the Warrant and Warrant Shares solely for Xxxxxx’s own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a preexisting personal direct or business relationship with DoveBid and certain of its officers, directors indirect beneficial interest in such Warrant or controlling persons of a nature and duration that enables such Shareholder to be aware of the character, business acumen and financial circumstances of such persons. 2.21.4 Such Shareholder is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act. 2.21.5 Such Shareholder Warrant Shares. Holder understands that the DoveBid Securities are characterized as "restricted securities" under the Securities Act of 1933, as amended (the "Securities Act") inasmuch as they Warrant and Warrant Shares are being acquired offered and sold in reliance on a transactional exemption from DoveBid in a transaction not involving a public offering the registration requirements of federal and state securities laws and that under the Securities Act Company is relying upon the truth and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Shareholder represents that such Shareholder is familiar with Rule 144 accuracy of the U.S. Securities representations, warranties, agreements, acknowledgments and Exchange Commission, as presently understandings of Holder set forth herein in effect, order to determine the applicability of such exemptions and understands the resale limitations imposed thereby suitability of Holder to acquire the Warrants and by the Securities Act. Such Shareholder understands that DoveBid is under no obligation to register any of the securities sold hereunder. Such Shareholder understands that (i) DoveBid has withdrawn its Registration Statement on Form S-1 (No. 333- 32184) and (ii) no public market now exists for any of the DoveBid Securities and that it is uncertain whether a public market will ever exist for the DoveBid SecuritiesWarrant Shares.

Securities Law Representations. Each of Xxxxxxx Wee Xxxx Xxxx, ------------------------------ Strongland Investments Ltd and Manyways International Ltd hereby represents and warrants to, and agrees with, DoveBid as follows: 2.21.1 (a) The Convertible Subordinated Promissory Note and any securities issuable upon conversion thereof (collectively, with the Convertible Subordinated Promissory Note, the "DoveBid Securities") Astea Shares will be acquired solely for investment for such Shareholder's Seller’s own account, not as a nominee or agent, and not with account without a view to the public distribution or resale thereof, and Seller has no Contract or distribution thereof within intention to sell or otherwise transfer or dispose of any of the meaning Astea Shares in any manner to any Person. (b) Seller agrees that it will not sell, transfer or otherwise dispose of any of the Astea Shares, in any manner, unless at the time of such transfer: (i) the Astea Shares to be sold, transferred or disposed of, are registered under the Securities Act, and such Shareholder has no present intention Seller complies with all of selling, granting any participation in, or otherwise distributing the same. 2.21.2 Such Shareholder has received or has had full access to all requirements of the information it considers necessary or appropriate to make an informed investment decision Securities Act and the applicable securities Laws with respect to the DoveBid Securities. Such Shareholder further proposed transaction, or (ii) Seller has had obtained and has provided to Parent and Acquisition Sub an opportunity opinion from counsel satisfactory to ask questions Parent and receive answers from DoveBid regarding Acquisition Sub (as to both the terms counsel rendering such opinion and conditions the substance of the offering opinion) that the proposed sale, transfer or disposition of such Astea Shares does not require registration under the Securities Act or the applicable securities Laws and that Seller has complied with all requirements of the DoveBid Securities Act and to obtain additional information (to the extent DoveBid possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished applicable securities Laws with respect to such Shareholder proposed sale, transfer, or to which such Shareholder had accessdisposition. 2.21.3 Such Shareholder understands that (c) The Astea Shares have not been sold to Seller by Acquisition Sub pursuant to a registration under the purchase Securities Act. Except for the Registration Rights Agreement, neither Parent nor Acquisition Sub has any obligation or intention to register all or a portion of the DoveBid Astea Shares for sale, transfer or disposition by Seller under the Securities involves substantial riskAct or the applicable securities Laws. Such Shareholder: Seller must therefore hold the Astea Shares indefinitely unless a subsequent registration or exemption therefrom is available and is obtained. No federal or state agency has reviewed the transactions set forth in this Agreement or approved or disapproved the Astea Shares for investment or any other purpose. All of the Astea Shares have been issued and sold to Seller in reliance upon a specific exemption from the registration requirements of the Securities Act and applicable securities Laws which depends, in part, upon the accuracy of the representations, warranties and agreements of Seller set forth in this Agreement. (id) has experience as an investor in A legend will be placed on the certificates evidencing the Astea Shares, and stop-transfer instructions will be issued to Parent’s transfer agent, to ensure compliance with the provisions of this Agreement and of the Securities Act and the applicable securities of companies in the development stage and acknowledges that such Shareholder is able to fend for itself, Laws. (e) Seller can bear the economic risk of such Shareholder's the purchase of the Astea Shares, including, without limitation, the total loss of its investment, has no need for liquidity in this investment in the DoveBid Securities and and, either alone or with its advisers, has such Knowledge knowledge and experience in financial or and business matters that such Shareholder it is capable of evaluating the merits and risks of this Parent and the investment in the DoveBid Securities and protecting its own interests in connection with this investment and/or Astea Shares. (f) Seller has received, among other disclosures, (i) Parent’s Annual Report to shareholders for 2004, (ii) Parent’s Proxy Statement for the Annual Meeting of shareholders held on August 19, 2004, and (iii) Parent’s Annual Report on Form 10-K for the year ended December 31, 2004 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005; and that Seller has a preexisting personal obtained and reviewed financial statements referred to therein. Seller understands that it may request any additional information that Seller feels is necessary to verify, clarify or supplement the materials already received and that Parent and Acquisition Sub will supply this information, unless it would require unreasonable effort or expense to do so. (g) Prior to the execution of this Agreement, Seller and its advisers have been provided with full and free access and opportunity to inspect, review, examine and inquire about all books, records and information (financial or otherwise) of Parent and Acquisition Sub and their business relationship and affairs, and Seller and its advisers have made such inspection, review, examination and inquiry as they have deemed appropriate with DoveBid respect to an investment in the Astea Shares; and certain of Seller and its officers, directors or controlling persons of a advisers have been offered the opportunity to ask such questions and obtain such additional information concerning Parent and Acquisition Sub and their business and affairs as Seller and its advisers have requested so as to understand the nature and duration that enables such Shareholder to be aware of the character, business acumen investment in the Astea Shares and financial circumstances to verify the accuracy of the information obtained as a result of their investigation. Parent and Acquisition Sub hereby acknowledge and agree that no such investigation by Seller shall affect or limit the scope of the representations or warranties of Parent and Acquisition Sub herein or limit the Liability of Parent or Acquisition Sub for any breach of such personsrepresentations or warranties. 2.21.4 Such Shareholder is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act. 2.21.5 Such Shareholder understands that the DoveBid Securities are characterized as "restricted securities" under the Securities Act of 1933, as amended (the "Securities Act") inasmuch as they are being acquired from DoveBid in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Shareholder represents that such Shareholder is familiar with Rule 144 of the U.S. Securities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Shareholder understands that DoveBid is under no obligation to register any of the securities sold hereunder. Such Shareholder understands that (i) DoveBid has withdrawn its Registration Statement on Form S-1 (No. 333- 32184) and (ii) no public market now exists for any of the DoveBid Securities and that it is uncertain whether a public market will ever exist for the DoveBid Securities.

Securities Law Representations. Each Seller makes the following representations with respect to the Note to be received by such Seller as part of Xxxxxxx Wee Xxxx Xxxx, ------------------------------ Strongland Investments Ltd and Manyways International Ltd hereby represents and warrants to, and agrees with, DoveBid as followsthe Purchase Price: 2.21.1 The Convertible Subordinated Promissory (a) EACH SELLER IS ABLE TO BEAR THE ECONOMIC RISK OF ITS INVESTMENT IN THE NOTE FOR AN INDEFINITE PERIOD OF TIME. THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND THEREFORE CANNOT BE TRANSFERRED OR SOLD UNLESS THE NOTES ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT, AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION OR EXCEPTION FROM SUCH REGISTRATION IS AVAILABLE AND SUCH AVAILABILITY OF THE EXEMPTION SHALL BE ESTABLISHED TO THE SATISFACTION OF AMEN AND ITS COUNSEL. EACH SELLER ALSO RECOGNIZES THAT NO FEDERAL OR STATE AGENCY HAS PASSED UPON THE NOTE OR MADE ANY FINDING OR DETERMINATION AS TO THE FAIRNESS OF THE ACCEPTANCE OF THE NOTE. Each Seller acknowledges and understands that there is no public market for the Note and any securities issuable upon conversion thereof that no market for the Note is likely to develop. (collectively, with b) Each Seller recognizes that his acceptance of the Convertible Subordinated Promissory Note involves a high degree of risk which may result in the loss of the total amount of the principal thereof. Each Seller acknowledges that such Seller is aware of and has carefully considered all risks incident to the acquisition of the Note, . Each Seller has carefully considered and understands and accepts all such risks. (c) Each Seller is acquiring the "DoveBid Securities"Note for such Seller's own account (as principal) will be acquired for investment for such Shareholder's own account, not as a nominee or agent, and not with a view to the public distribution or resale thereof, and has not offered or distribution thereof within the meaning sold any portion of the Securities Act, Note and such Shareholder has no present intention of selling, granting any participation in, dividing the Note with others or of reselling or otherwise distributing disposing of any portion of the sameNote. 2.21.2 Such Shareholder has received or (d) Each Seller has had full access the opportunity to all review the publicly available information it considers necessary or appropriate concerning Amen and has determined that such information is sufficient to make an informed investment decision with respect to the DoveBid Securitiesdecision. Such Shareholder further Each Seller has had an opportunity to ask questions and receive answers from DoveBid regarding the terms and conditions of the offering of the DoveBid Securities and to obtain additional information (to the extent DoveBid possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such Shareholder or to which such Shareholder had access. 2.21.3 Such Shareholder understands that the purchase of the DoveBid Securities involves substantial risk. Such Shareholder: (i) has experience as an investor in securities of companies in the development stage and acknowledges that such Shareholder is able to fend for itself, can bear the economic risk of such Shareholder's investment in the DoveBid Securities and has such Knowledge sufficient knowledge and experience in financial or and business matters that to enable such Shareholder is capable of evaluating Seller to evaluate the merits and risks of this an investment in the DoveBid Securities Note. In addition, in reaching the conclusion that each Seller desires to accept the Note, such Seller has carefully evaluated its financial resources and protecting its own interests in connection investments, has consulted with such legal, accounting and other experts as necessary, and acknowledges that such Seller is able to bear the economic risks of this investment and/or (ii) has a preexisting personal or business relationship with DoveBid and certain of its officers, directors or controlling persons of a nature and duration that enables such Shareholder to be aware of the character, business acumen and financial circumstances of such personsinvestment. 2.21.4 Such Shareholder (e) Each Seller is an "accredited investor" within the meaning of Regulation D promulgated as such term is defined in Rule 501 under the Securities Act. 2.21.5 Such Shareholder understands that the DoveBid Securities are characterized . Each Seller will provide to Amen such information as "restricted securities" under the Securities Act of 1933, as amended (the "Securities Act") inasmuch as they are being acquired from DoveBid in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Shareholder represents that such Shareholder is familiar with Rule 144 reasonably requested by Amen to enable it to satisfy itself as to accredited status of the U.S. Securities each Seller and Exchange Commission, as presently the knowledge and experience of each Seller and his ability to bear the economic risk of an investment in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Shareholder understands that DoveBid is under no obligation to register any of the securities sold hereunder. Such Shareholder understands that (i) DoveBid has withdrawn its Registration Statement on Form S-1 (No. 333- 32184) and (ii) no public market now exists for any of the DoveBid Securities and that it is uncertain whether a public market will ever exist for the DoveBid SecuritiesNote.

Securities Law Representations. Each of Xxxxxxx Wee Xxxx Xxxx, ------------------------------ Strongland Investments Ltd and Manyways International Ltd hereby Holder represents and warrants to, and agrees with, DoveBid to Company as follows: 2.21.1 The Convertible Subordinated Promissory Note (a) Holder acknowledges that the Warrant Shares have not been registered under the Act will initially be “restricted securities” (as such term is defined in Rule 144 promulgated under the Act) (“Rule 144”) and any securities issuable upon conversion thereof that the certificates evidencing the Warrant Shares will include this legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (collectivelyTHE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.” Holder further acknowledges that the Warrant Shares cannot be sold unless registered with the Convertible Subordinated Promissory Note, United States Securities and Exchange Commission (the "DoveBid Securities"“Commission”) will be acquired for investment for such Shareholder's own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act, and such Shareholder has no present intention of selling, granting any participation inqualified by appropriate state securities regulators, or unless Holder obtains written consent from Company and otherwise distributing the same. 2.21.2 Such Shareholder has received or has had full access to all the information complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144). Holder represents that it considers necessary or appropriate to make an informed investment decision is knowledgeable with respect to Rule 144, including the DoveBid Securitiesprovisions of Rule 144 which permit resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the Company. Such Shareholder further has had an opportunity to ask questions and receive answers from DoveBid regarding the terms and conditions Holder understands that such current public information is not available as of the offering date of the DoveBid Securities this Warrant. Holder acknowledges and to obtain additional information (to the extent DoveBid possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such Shareholder or to which such Shareholder had access. 2.21.3 Such Shareholder understands that the purchase Company may not be satisfying the current public information requirement of Rule 144 at the time Holder wishes to transfer the Warrant Shares, and that, in such event, the Holder may be precluded from transferring the Warrant Shares under Rule 144 for an extended period of time and potentially may not ever be permitted to transfer the Warrant Shares under Rule 144, even if the other applicable requirements of Rule 144 have been satisfied. Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Act or an exemption from registration will be required for any disposition of the DoveBid Securities involves substantial risk. Such Shareholder: Warrant Shares. (ib) Holder has experience as an investor in securities adequate means of companies providing for current needs and contingencies, has no need for liquidity in the development stage investment, and acknowledges that such Shareholder is able to fend for itself, can bear the economic risk of such Shareholder's an investment in the DoveBid Securities Warrant and Warrant Shares offered by Company of the size contemplated. Holder represents that Xxxxxx is able to bear the economic risk of the investment and at the present time can afford a complete loss of such investment. Xxxxxx has such Knowledge had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Holder has deemed appropriate, including with respect to (i) the determination by the Audit Committee of the Company’s Board of Directors that the Company’s previously issued (A) unaudited condensed consolidated financial statements as of and for each of the three months ended March 31, 2023, the three months ended March 31, 2022, the three and six months ended June 30, 2022 and the three and nine months ended September 30, 2022 and (B) audited condensed consolidated financial statements as of and for the year ended December 31, 2022, should no longer be relied upon and should be restated due to accounting errors, (ii) the Company’s intention to restate the foregoing financial statements and the notes thereto in amendments to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2023, the three months ended March 31, 2022, the three and six months ended June 30, 2022 and the three and nine months ended September 30, 2022, and amend among other related disclosures, its Management’s Discussion and Analysis of Financial Condition and Results of Operations for the applicable periods in the foregoing reports, and (iii) the review by the Audit Committee of the Company’s Board of Directors of the Company’s accounting for revenue recognition and the extent to which these matters affect the Company’s internal controls over financial reporting, in each case as described in the Company’s filings with the Commission, including the Current Report on Form 8-K filed with the Commission on November 9, 2023. (c) Holder is an “Accredited Investor” as defined in Regulation D of the Act. Holder, either alone or with Xxxxxx’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient knowledge and experience in financial or and business matters that such Shareholder Holder is capable of evaluating the merits and risks of this an investment in the DoveBid Securities Warrant and protecting its Warrant Shares offered by Company and of making an informed investment decision with respect thereto and has the capacity to protect Xxxxxx’s own interests in connection with this Xxxxxx’s proposed investment and/or in the Warrant and Warrant Shares. Neither (i) Holder, (ii) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (iii) any beneficial owner of any of the Company’s Common Stock held by Xxxxxx is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Act, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act and disclosed, reasonably in advance of the acceptance of this Warrant, in writing in reasonable detail to the Company. (d) Holder is acquiring the Warrant and Warrant Shares solely for Xxxxxx’s own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a preexisting personal direct or business relationship with DoveBid and certain of its officers, directors indirect beneficial interest in such Warrant or controlling persons of a nature and duration that enables such Shareholder to be aware of the character, business acumen and financial circumstances of such persons. 2.21.4 Such Shareholder is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act. 2.21.5 Such Shareholder Warrant Shares. Holder understands that the DoveBid Securities are characterized as "restricted securities" under the Securities Act of 1933, as amended (the "Securities Act") inasmuch as they Warrant and Warrant Shares are being acquired offered and sold in reliance on a transactional exemption from DoveBid in a transaction not involving a public offering the registration requirements of federal and state securities laws and that under the Securities Act Company is relying upon the truth and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Shareholder represents that such Shareholder is familiar with Rule 144 accuracy of the U.S. Securities representations, warranties, agreements, acknowledgments and Exchange Commission, as presently understandings of Holder set forth herein in effect, order to determine the applicability of such exemptions and understands the resale limitations imposed thereby suitability of Holder to acquire the Warrants and by the Securities Act. Such Shareholder understands that DoveBid is under no obligation to register any of the securities sold hereunder. Such Shareholder understands that (i) DoveBid has withdrawn its Registration Statement on Form S-1 (No. 333- 32184) and (ii) no public market now exists for any of the DoveBid Securities and that it is uncertain whether a public market will ever exist for the DoveBid SecuritiesWarrant Shares.

Securities Law Representations. Each The STOCKHOLDERS acknowledge that the shares of Xxxxxxx Wee Xxxx XxxxVPI Stock to be delivered to the STOCKHOLDERS pursuant to this Agreement have not been registered under the 1933 Act and therefore may not be resold without compliance with the 1933 Act and without compliance with the Securities Act (British Columbia). The VPI Stock to be acquired by such STOCKHOLDERS pursuant to this Agreement is being acquired solely for their own respective accounts, ------------------------------ Strongland Investments Ltd and Manyways International Ltd hereby represents and warrants tofor investment purposes only, and agrees with, DoveBid as follows: 2.21.1 The Convertible Subordinated Promissory Note and any securities issuable upon conversion thereof (collectively, with the Convertible Subordinated Promissory Note, the "DoveBid Securities") will be acquired for investment for such Shareholder's own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act, and such Shareholder has no present intention of sellingdistributing, granting any participation in, selling or otherwise distributing the same. 2.21.2 Such Shareholder has received or has had full access to all the information disposing of it considers necessary or appropriate to make an informed investment decision with respect to the DoveBid Securities. Such Shareholder further has had an opportunity to ask questions and receive answers from DoveBid regarding the terms and conditions of the offering of the DoveBid Securities and to obtain additional information (to the extent DoveBid possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such Shareholder or to which such Shareholder had access. 2.21.3 Such Shareholder understands that the purchase of the DoveBid Securities involves substantial risk. Such Shareholder: (i) has experience as an investor in securities of companies in the development stage and acknowledges that such Shareholder is able to fend for itself, can bear the economic risk of such Shareholder's investment in the DoveBid Securities and has such Knowledge and experience in financial or business matters that such Shareholder is capable of evaluating the merits and risks of this investment in the DoveBid Securities and protecting its own interests in connection with this investment and/or (ii) has a preexisting personal distribution. The STOCKHOLDERS acknowledge that VPI and NEWCO are not now, and may never become, reporting issuers in the Province of British Columbia, and as a result, the Dividend Access Shares and the VPI Stock will be issued either pursuant to a statutory exemption, or business relationship with DoveBid and certain of its officers, directors or controlling persons of a nature and duration that enables such Shareholder to be aware an order of the characterBritish Columbia Securities Commission granting an exemption, business acumen from the prospectus and financial circumstances of such persons. 2.21.4 Such Shareholder is an "accredited investor" within the meaning of Regulation D promulgated under registration requirements contained in the Securities Act. 2.21.5 Such Shareholder understands Act and thereafter may be subject to indefinite resale restrictions and may not be resold except pursuant to an exemption from the prospectus and registration requirements of the Securities Act (British Columbia) or an order of the British Columbia Securities Commission, if any. In the event that the DoveBid Closing occurs without the requisite order of the British Columbia Securities are characterized as "restricted securities" Commission granting VPI or NEWCO the right to issue the VPI Stock to the STOCKHOLDERS without the requirement to file a prospectus under the Securities Act (British Columbia), the STOCKHOLDERS covenant and agree (I) not to exercise any of 1933, as amended (the "Securities Act") inasmuch as they are being acquired rights attached to the Dividend Access Shares to obtain VPI Stock unless the issue and delivery of the VPI Stock can be effected pursuant to an exemption from DoveBid in a transaction not involving a public offering the prospectus and that under registration requirements of the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Shareholder represents that such Shareholder is familiar with Rule 144 of the U.S. Securities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Shareholder understands that DoveBid is under no obligation to register any of the securities sold hereunder. Such Shareholder understands that (i) DoveBid has withdrawn its Registration Statement on Form S-1 (No. 333- 32184British Columbia) and (ii) no public market now exists for not to sell or otherwise dispose of any of the DoveBid Securities Dividend Access Shares unless the transferee has provided a similar acknowledgment and that it is uncertain whether a public market will ever exist for the DoveBid Securitiescovenant to VPI and NEWCO.

Securities Law Representations. Each of Xxxxxxx Wee Xxxx Xxxx, ------------------------------ Strongland Investments Ltd and Manyways International Ltd Seller hereby represents and warrants to, and agrees with, DoveBid to Buyer as follows: 2.21.1 (a) The Convertible Subordinated Promissory Note and any securities issuable upon conversion thereof (collectivelyCommon Stock is being acquired for Seller’s own account for investment, with the Convertible Subordinated Promissory Note, the "DoveBid Securities") will be acquired for investment for such Shareholder's own account, not as a nominee no intention by Seller to distribute or agent, and not with a view to the public resale or distribution sell any portion thereof within the meaning of the Securities Act, and such Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. 2.21.2 Such Shareholder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the DoveBid Securities. Such Shareholder further has had an opportunity to ask questions and receive answers from DoveBid regarding the terms and conditions of the offering of the DoveBid Securities and to obtain additional information (to the extent DoveBid possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such Shareholder or to which such Shareholder had access. 2.21.3 Such Shareholder understands that the purchase of the DoveBid Securities involves substantial risk. Such Shareholder: (i) has experience as an investor in securities of companies in the development stage and acknowledges that such Shareholder is able to fend for itself, can bear the economic risk of such Shareholder's investment in the DoveBid Securities and has such Knowledge and experience in financial or business matters that such Shareholder is capable of evaluating the merits and risks of this investment in the DoveBid Securities and protecting its own interests in connection with this investment and/or (ii) has a preexisting personal or business relationship with DoveBid and certain of its officers, directors or controlling persons of a nature and duration that enables such Shareholder to be aware of the character, business acumen and financial circumstances of such persons. 2.21.4 Such Shareholder is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act. 2.21.5 Such Shareholder understands that the DoveBid Securities are characterized as "restricted securities" under the Securities Act of 1933, as amended (the "“Securities Act"”), and will not be transferred by Seller in violation of the Securities Act or the then applicable rules or regulations thereunder. No one other than Seller has any interest in or any right to acquire the Common Stock. Seller understands and acknowledges that Buyer will have no obligation to recognize the ownership, beneficial or otherwise, of the shares of common stock by anyone but Seller. (b) inasmuch Seller’s financial condition is such that Seller is able to bear the risk of holding the Common Stock that Seller may acquire pursuant to this Amendment, for an indefinite period of time, and the risk of loss of Seller’s entire investment in Buyer. (c) Seller has received, has read and understood and is familiar with this Amendment. (d) Seller had been advised that Buyer files reports and other information with the U.S. Securities and Exchange Commission (the “SEC Documents”). The SEC maintains a Web site that contains the reports and other information that we file electronically with the SEC and the address of that website is hxxx://xxx.xxx.xxx. Seller has carefully considered the information included in Buyer SEC Documents and Seller has been furnished with all documents and materials relating to the business, finances and operations of Buyer and its subsidiaries and information that Seller requested and deemed material to making an informed investment decision regarding its acquisition of the Common Stock. Seller has been afforded the opportunity to review such documents and materials and the information contained therein. Seller has been afforded the opportunity to ask questions of Buyer and its management. Seller understands that such discussions, as they are being acquired well as any written information provided by Buyer, were intended to describe the aspects of Buyer’s and its subsidiaries’ business and prospects which Buyer believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Amendment, Buyer makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than Buyer. Some of such information may include projections as to the future performance of Buyer and its subsidiaries, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond Buyer’s and its subsidiaries’ control. Additionally, Seller understands and represents that he is acquiring the Common Stock notwithstanding the fact that Buyer and its Subsidiaries, if any, may disclose in the future certain material information that Seller has not received, including the financial results of Buyer and its subsidiaries for their current fiscal quarters. Neither such inquiries nor any other due diligence investigations conducted by such Seller shall modify, amend or affect such Seller’s right to rely on Buyer’s representations and warranties, if any, contained in this Amendment. Seller has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Common Stock. (e) No representations or warranties have been made to Seller by Buyer, or any representative of Buyer, or any securities broker/dealer, other than as set forth in this Amendment. (f) Seller has investigated the acquisition of the Common Stock to the extent Seller deemed necessary or desirable and Buyer has provided Seller with any reasonable assistance Seller has requested in connection therewith. (g) Seller, either personally, or together with its advisors (other than any securities broker/dealers who may receive compensation from DoveBid the sale of any of the Common Stock), has such knowledge and experience in a transaction not involving a public offering financial and business matters that under Seller is capable of evaluating the merits and risks of acquiring the Common Stock and of making an informed investment decision with respect thereto. (h) Seller is aware that Seller’s rights to transfer the Common Stock (or the common stock thereby represented) is restricted by the Securities Act and applicable regulations thereunder such state securities may be resold laws, and Seller will not offer for sale, sell or otherwise transfer the Common Stock without registration under the Securities Act only in certain limited circumstances. In this connectionand qualification under the securities laws of all applicable states, unless such Shareholder represents sale would be exempt therefrom. (i) Seller understands and agrees that such Shareholder is familiar with Rule 144 of the U.S. Securities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by Common Stock it acquires has not been registered under the Securities Act. Such Shareholder understands Act or any state securities act in reliance on exemptions therefrom and that DoveBid is under Buyer has no obligation to register any of the securities sold hereunder. Such Shareholder Common Stock (and underlying common stock represented thereby) to be issued as set forth in this Amendment. (j) Seller understands that the certificates or other instruments representing the Common Stock, as well as the common stock issuable thereby shall bear a restrictive legend in substantially the following form (i) DoveBid has withdrawn its Registration Statement on Form S-1 (Noand a stop transfer order may be placed against transfer of such stock certificates): THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND UNDER APPLICABLE STATE LAW, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. 3. 333- 32184) This Amendment shall be deemed part of, but shall take precedence over and (ii) no public market now exists for supersede any provisions to the contrary contained in the Agreement. All initial capitalized terms used in this Amendment shall have the same meaning as set forth in the Agreement unless otherwise provided. Except as specifically modified hereby, all of the DoveBid Securities provisions of the Agreement which are not in conflict with the terms of this Amendment shall remain in full force and that it is uncertain whether a public market will ever exist for the DoveBid Securitieseffect.

Securities Law Representations. Each (a) Purchaser is acquiring the Purchased Shares in good faith solely for its own account with the present intention of Xxxxxxx Wee Xxxx Xxxx, ------------------------------ Strongland Investments Ltd and Manyways International Ltd hereby represents and warrants toholding such Purchased Shares for purposes of investment, and agrees with, DoveBid as follows: 2.21.1 The Convertible Subordinated Promissory Note and any securities issuable upon conversion thereof (collectively, with Purchaser is not acquiring the Convertible Subordinated Promissory Note, the "DoveBid Securities") will be acquired for investment for such Shareholder's own account, not as a nominee or agent, and not Purchased Shares with a view to the public resale or for subdivision, distribution, fractionalization or distribution thereof within the meaning of the Securities Actthereof, and such Shareholder has no present intention of selling, granting any participation inin whole or in part, or otherwise distributing the sameas an underwriter or conduit to other beneficial owners or subsequent purchasers. 2.21.2 Such Shareholder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the DoveBid Securities. Such Shareholder further has had an opportunity to ask questions (b) Purchaser acknowledges and receive answers from DoveBid regarding the terms and conditions of the offering of the DoveBid Securities and to obtain additional information (to the extent DoveBid possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such Shareholder or to which such Shareholder had access. 2.21.3 Such Shareholder understands that the purchase Purchased Shares have not been registered under the Securities Act of 1933, as amended, and the DoveBid rules and regulations promulgated thereunder (the "Securities involves substantial risk. Such Shareholder: Act") or qualified under the securities or "blue sky" laws of applicable states in reliance upon exemptions from registration or qualification thereunder and the Purchased Shares may not be sold, offered, transferred, assigned, pledged, hypothecated or otherwise disposed of or encumbered, except in compliance with the Securities Act and such laws. (ic) has experience as an investor in securities of companies in the development stage and acknowledges that such Shareholder is able to fend for itself, can bear the economic risk of such Shareholder's investment in the DoveBid Securities and Purchaser has such Knowledge knowledge and experience in financial or and business matters that such Shareholder it is capable of evaluating the merits and risks of this an investment in the DoveBid Securities Purchased Shares. (d) Purchaser has received and protecting reviewed carefully information regarding the Acquired Companies, the Purchased Shares, the Purchased Assets, the Assumed Liabilities and the Business and has, to the extent it has deemed necessary or advisable, reviewed the aforementioned information and this Agreement with its own interests in connection with this investment and/or (ii) has investment, tax, accounting and legal advisors. Purchaser and such advisors have been given a preexisting personal or business relationship with DoveBid full opportunity to ask questions of and certain of its officers, directors or controlling persons of a nature and duration that enables such Shareholder to be aware receive answers from Seller concerning the acquisition of the characterPurchased Shares, business acumen the Acquired Companies, the Purchased Assets, the Assumed Liabilities and financial circumstances of the Business and have received or been given access to such persons. 2.21.4 Such Shareholder is an "accredited investor" within information and documents as are necessary to verify the meaning of Regulation D promulgated under the Securities Act. 2.21.5 Such Shareholder understands that the DoveBid Securities are characterized as "restricted securities" under the Securities Act of 1933, as amended (the "Securities Act") inasmuch as they are being acquired from DoveBid in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Shareholder represents that such Shareholder is familiar with Rule 144 accuracy of the U.S. Securities and Exchange Commission, information furnished to Purchaser concerning an investment in the Purchased Shares as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Shareholder understands that DoveBid is under no obligation to register any of the securities sold hereunder. Such Shareholder understands that (i) DoveBid has withdrawn its Registration Statement on Form S-1 (No. 333- 32184) and (ii) no public market now exists for any of the DoveBid Securities and that it is uncertain whether a public market will ever exist for the DoveBid SecuritiesPurchaser or such advisors have requested.