Common use of Securities Law Representations Clause in Contracts

Securities Law Representations. Each Shareholder 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 his 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 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. 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. Shareholder is familiar with Rule 144 of the U.S. Securities and Exchange Commission ("SEC"), as presently in effect, which permits certain limited sales of unregistered securities, and Shareholder understand that with respect to the DoveBid Securities, such Rule is not presently available to permit their resale. Shareholder further understands that Rule 144 requires that the DoveBid Securities be held for a minimum of one (1) year and, in certain cases two (2) years, after they have been purchased and paid for within the meaning of Rule 144, before they may be sold under Rule 144. Shareholder further understands that Rule 144 may indefinitely restrict transfer of the DoveBid Securities so long as the holder thereof remains an "affiliate" of the Company if "current public information" about the Company (as defined in Rule 144) is not publicly available.

Securities Law Representations. Each Shareholder Trustee and the Unitholder (each an ------------------------------ "Investor") hereby represents represent and ------------------------------ warrants warrant to, and agrees with, DoveBid as follows: 2.21.1 The Convertible Subordinated Promissory Note and any all securities issuable upon conversion thereof (collectively, with the Convertible Subordinated Promissory Note, the "DoveBid Securities") will be acquired for investment for such ShareholderInvestor'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 of 1933, as amended ("Securities Act"), and such Shareholder Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. 2.21.2 Such Shareholder Investor 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 Investor 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 Investor or to which such Shareholder Investor had access. 2.21.3 Such Shareholder Investor understands that the purchase of the DoveBid Securities involves substantial risk. Such ShareholderInvestor: (i) has experience as an investor in securities of companies in the development stage and acknowledges that such Shareholder Investor is able to fend for itself, can bear the economic risk of such ShareholderInvestor's investment in the DoveBid Securities and has such Knowledge knowledge and experience in financial or business matters that such Shareholder Investor is capable of evaluating the merits and risks of this investment in the DoveBid Securities and protecting his 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 Investor to be aware of the character, business acumen and financial circumstances of such persons. 2.21.4 Such Shareholder Investor is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act. 2.21.5 Such Shareholder Investor understands that the Dovebid DoveBid Securities are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from Dovebid 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. Such Shareholder Investor understands that (i) DoveBid has withdrawn its Registration Statement on Form S-1 (No. 333-32184) filed with the U.S. Securities and Exchange Commission ("SEC") and (ii) no public market now exists for any of the Dovebid DoveBid Securities and that it is uncertain whether a public market will ever exist for the Dovebid DoveBid Securities. Shareholder Each Investor is familiar with Rule 144 of the U.S. Securities and Exchange Commission ("SEC"), as presently in effect, which permits certain limited sales of unregistered securities, and Shareholder Investor understand that with respect to the DoveBid Securities, such Rule is not presently available to permit their resale. Shareholder Each Investor further understands that Rule 144 requires that the DoveBid Securities be held for a minimum of one (1) year and, in certain cases two (2) years, after they have been purchased and paid for within the meaning of Rule 144, before they may be sold under Rule 144. Shareholder Investor further understands that Rule 144 may indefinitely restrict transfer of the DoveBid Securities so long as the holder thereof remains an "affiliate" of the Company DoveBid if "current public information" about the Company DoveBid (as defined in Rule 144) is not publicly available.

Securities Law Representations. Each Shareholder Equityholder who will acquire any shares of Parent Common Stock hereunder hereby represents and ------------------------------ warrants to, to Parent and agrees with, DoveBid Merger Sub as follows: 2.21.1 (a) The Convertible Subordinated Promissory Note and any securities issuable upon conversion thereof Equityholder is acquiring shares of Parent Common Stock to be received in the Merger (collectively, with the Convertible Subordinated Promissory Note, the "DoveBid “Securities"”) will be acquired for investment for such Shareholder's the Equityholder’s own account, not as a nominee or agent, agent and not with a view to the public resale or distribution thereof within the meaning of the Securities Actany part thereof, and such Shareholder the Equityholder has no present intention of selling, granting any participation in, or otherwise distributing the same. 2.21.2 Such Shareholder (b) The Equityholder has reviewed copies of: (i) Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019; (ii) Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2019, September 30, 2019, December 31, 2019; March 31, 2020, June 30, 2020, and September 30, 2020; and (iii) Parent’s Current Reports on Form 8-K filed with the SEC since September 30, 2019. The Equityholder 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 for deciding whether 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 accessSecurities as consideration in the transactions contemplated by this Agreement. 2.21.3 Such Shareholder understands that the purchase of the DoveBid Securities involves substantial risk. Such Shareholder: (ic) has experience as an investor in securities of companies in the development stage and The Equityholder acknowledges that such Shareholder he or she is able to fend for itselfhimself or herself, can bear the economic risk of such Shareholder's investment in owning the DoveBid Securities Securities, and has such Knowledge knowledge and experience in financial or business matters that such Shareholder he or she is capable of evaluating the merits and risks of this investment in the DoveBid Securities and protecting owning shares of Parent Common Stock. The Equityholder acknowledges that his 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 her ownership of the characterSecurities involves a high degree of risk and that the Equityholder is able, business acumen without impairing his or her financial condition, to hold the Securities for an indefinite period of time and financial circumstances to suffer a complete loss of such personshis or her investment. 2.21.4 Such Shareholder (d) The Equityholder is an "accredited investor" a “U.S. Person” within the meaning of Regulation D promulgated under Rule 902 and an “accredited investor” within the meaning of Rule 501 of the Securities Act, as presently in effect or, if not the Equityholder’s full legal name and address will be set forth in Section 3.31(d) of the Disclosure Schedules as of the Closing. 2.21.5 Such Shareholder (e) The Equityholder understands that if the Dovebid Securities are characterized as "“restricted securities" ” under the Securities Act inasmuch as federal securities laws because they are being acquired from Dovebid Parent in a transaction not involving a public offering and that offering, then under the Securities Act such laws and applicable regulations thereunder such securities the Securities may be resold without registration under the Securities Act only in certain limited circumstances. 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 In this connection, the Dovebid Securities and that it is uncertain whether a public market will ever exist for the Dovebid Securities. Shareholder Equityholder is familiar with Rule 144 of promulgated under the U.S. Securities and Exchange Commission ("SEC")Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. THE EQUITYHOLDER UNDERSTANDS AND ACKNOWLEDGES HEREIN THAT AN INVESTMENT IN THE SECURITIES INVOLVES AN EXTREMELY HIGH DEGREE OF RISK AND MAY RESULT IN A COMPLETE LOSS OF HIS OR HER INVESTMENT. The Equityholder understands that as of the date of this Agreement the Securities have not been and, except as provided below in Section 5.11, the Securities will not be registered under the Securities Act nor registered or qualified in any state in which permits certain limited sales of unregistered securitiesthey are offered, and Shareholder understand thus the Equityholder will not be able to resell or otherwise transfer the Securities unless they are registered under the Securities Act and registered or qualified under applicable state securities laws, or an exemption from such registration or qualification is available. The Equityholder has no immediate need for liquidity in connection with this investment, and does not anticipate that the Equityholder will be required to sell the Securities in the foreseeable future. (f) Except as provided below in Section 5.11, the Securities will not be registered under the Securities Act and have not been and will not be registered or qualified in any state in which they are offered, and thus during the one-year period immediately following the Effective Time, the Equityholder agrees not to: (i) directly or indirectly, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a “Disposition”), any of the Securities, or any securities convertible into or exercisable or exchangeable for any of the Securities; (ii) engage in any hedging or other transaction that is designed to or could reasonably be expected to lead to or result in a Disposition of the Securities, or any securities convertible into or exercisable or exchangeable for the Securities, or any other derivative security transaction the purpose or effect of which is to hedge or transfer to a third party all or any part of the risk of loss associated with the ownership of the Securities. Such prohibited hedging or other transactions include, without limitation, effecting any short sale or equity swap transaction or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to the DoveBid Securities, or any securities convertible into or exercisable or exchangeable for the Securities. Without in any way limiting the foregoing, the Equityholder further agrees not to make any Disposition of all or any portion of the Securities unless and until: i. There is then in effect a registration statement under the Securities Act covering such Rule proposed Disposition and such Disposition is made in accordance with such registration statement; or ii. The Equityholder shall have notified Parent of the proposed Disposition and shall have furnished Parent with a detailed statement of the circumstances surrounding the proposed Disposition and (b) upon request by Parent, shall have furnished to Parent an opinion of counsel in form and substance satisfactory to Parent that such Disposition will not require registration of such shares under the Securities Act. (a) The Equityholder understands that the book entry or certificate evidencing the Securities may bear one or all of the following legends or substantially similar legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “THESE SECURITIES MAY BE OFFERED ONLY OUTSIDE OF THE UNITED STATES TO NON-U.S. PERSONS, PURSUANT TO THE PROVISIONS OF REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS.” Any other legend required by the bylaws of Parent or by law, including, without limitation, applicable state securities laws. (b) The Equityholder understands that the representations, warranties, covenants and acknowledgements set forth in this Section 3.31 constitute a material inducement to Parent and Merger Sub to enter into this Agreement. (c) The Equityholder acknowledges that he or she is not presently available relying upon any other Person in making his or her investment or decision to permit their resale. Shareholder further understands that Rule 144 requires that acquire the DoveBid Securities be held for a minimum of one (1) year and, in certain cases two (2) years, after they have been purchased and paid for within the meaning of Rule 144, before they may be sold under Rule 144. Shareholder further understands that Rule 144 may indefinitely restrict transfer of the DoveBid Securities so long as the holder thereof remains an "affiliate" of the Company if "current public information" about the Company (as defined in Rule 144) is not publicly availableSecurities.

Securities Law Representations. Each Shareholder hereby represents and ------------------------------ warrants to, and agrees with, DoveBid as followsThe following representations are made by each Major Holder entitled to receive Parent Stock hereunder: 2.21.1 The Convertible Subordinated Promissory Note (a) Such Major Holder has sufficient knowledge and any securities issuable upon conversion thereof (collectivelyexperience in financial and business matters to enable it to evaluate the merits and risks of the transactions contemplated by this Agreement and an investment in the Parent Stock Consideration or such Major Holder has obtained, 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 Actextent such Major Holder deems necessary, 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 personal professional advice with respect to the DoveBid Securitiesrisks inherent in an investment in the Parent Stock Consideration, and the suitability of the investment in the Parent Stock Consideration in light of such Major Holder’s financial condition and investment needs; (b) Such Major Holder is in a financial position to hold the Parent Stock Consideration for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of the Major Holder’s investment in the Parent Stock Consideration; (c) Such Major Holder has received and reviewed the Information Statement, the Reports and acknowledges the information regarding Parent that is publicly available via the Securities and Exchange Commission’s website (wxx.xxx.xxx). Such Shareholder further has had an Major Holder been given the opportunity to (i) ask questions of and receive answers from DoveBid regarding the officers of Parent concerning the terms and conditions of the offering transactions contemplated by this Agreement the issuance of the DoveBid Securities Parent Stock Consideration and to obtain additional information (ii) obtain, and has received to the extent DoveBid possessed requested by such Major Holder, any additional information that Parent possesses or could can acquire it without unreasonable effort or expense) expense deemed necessary by such Major Holder to verify any the accuracy of the Information Statement, the Reports or the other information furnished to such Shareholder or to which such Shareholder had accessprovided by Parent. 2.21.3 (d) Such Shareholder understands Major Holder is acquiring the Parent Stock Consideration for such Major Holder’s own account, for investment purposes, and not with a present view to resale or for distribution of all or any portion of the Parent Stock Consideration. Such Major Holder represents and warrants that such Major Holder has made no agreement with others regarding the Parent Stock Consideration (other than the Stockholder Lock-up and Registration Rights Agreement). Such Major Holder is aware that, in the view of the Securities and Exchange Commission, a purchase of the DoveBid Securities involves substantial risk. Parent Stock Consideration with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of Parent, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Parent Stock Consideration and for which the Parent Stock Consideration was pledged as security, would represent an intent inconsistent with the representations set forth above. (e) Such Shareholder: Major Holder understands that (i) the Parent Stock Consideration 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 his 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" not been registered under the Securities Act inasmuch as they are or under any state securities laws, but is being acquired offered and sold pursuant to exemptions from Dovebid in a transaction not involving a public offering such laws and that Parent’s reliance upon such exemptions is predicated in part on such Major Holder’s representations as contained herein, (ii) the Parent Stock Consideration cannot be sold unless it is subsequently registered under the Securities Act and applicable regulations thereunder state securities laws, or an exemption from such securities registration is available, and only then in compliance with the terms of the Lock-up Letter and after first obtaining the opinion of counsel satisfactory to Parent that such proposed disposition or transfer may be resold lawfully made without registration registering the Parent Stock Consideration pursuant to the Securities Act, and applicable state securities laws, or such registration, (iii) the transferability of the Parent Stock Consideration is restricted and resale of the Parent Stock Consideration is limited as a result of the exemptions referenced in clause (i) and the Lock-up Letter, and (iv) a “stop transfer” order against the Parent Stock Consideration and a notation regarding the restrictions on transferability of the Parent Stock Consideration will be made with the Transfer Agent and if the Parent Stock Consideration is issued in certificated form, a legend will be placed upon such certificate stating that the Parent Stock has not been registered under the Securities Act only in certain limited circumstances. Such Shareholder understands that and setting forth or referring to the restrictions on transferability and sale of the Parent Stock, and (v) Parent has no obligation to register the Parent Stock Consideration except as required by the Registration Rights Agreement. (f) Each Major Holder further represents that: (i) DoveBid Such Major Holder is an Accredited Investor and has withdrawn its Registration Statement indicated the basis for this status on Form S-1 (No. 333-32184) and a Certificate of Accredited Status delivered to Parent; (ii) no public market now exists for Such Major Holder has not been offered the Parent Stock by any form of the Dovebid Securities and that it general advertising or general solicitation; and (iii) Such Major Holder is uncertain whether a public market will ever exist for the Dovebid Securities. Shareholder is familiar with Rule 144 of the U.S. Securities and Exchange Commission ("SEC"), as presently in effect, which permits certain limited sales of unregistered securitiesbona fide resident of, and Shareholder understand that with respect is domiciled in, the state set forth in the Certificate of Accredited Status delivered to the DoveBid Securities, such Rule is not presently available to permit their resale. Shareholder further understands that Rule 144 requires that the DoveBid Securities be held for a minimum of one (1) year and, in certain cases two (2) years, after they have been purchased and paid for within the meaning of Rule 144, before they may be sold under Rule 144. Shareholder further understands that Rule 144 may indefinitely restrict transfer of the DoveBid Securities so long as the holder thereof remains an "affiliate" of the Company if "current public information" about the Company (as defined in Rule 144) is not publicly availableParent.

Securities Law Representations. Each (a) Subject to and without derogating from Purchaser’s representations and warranties contained in ARTICLE 4 (including, without limitation, Purchaser’s representations and warranties relating to the Purchaser SEC Documents, such Selling Shareholder 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 has acquired sufficient information about Purchaser (collectively, through the review by such Selling Shareholder of Purchaser’s reports filed with the Convertible Subordinated Promissory Note, SEC) to reach an informed and knowledgeable decision to acquire the "DoveBid Consideration Securities") will be acquired . Such Selling Shareholder is acquiring the respective Consideration Securities for such Selling Shareholder’s own account for investment for such Shareholder's own account, not as a nominee or agent, purposes only and not with a view to to, or for the public resale or distribution in connection with, any “distribution” thereof for purposes of the Securities Act. (b) Such Selling Shareholder is (i) an accredited investor within the meaning of Regulation D prescribed by the SEC pursuant to the Securities ActAct (a “Regulation D Investor”) or (ii) not a U.S. Person as defined in Regulation S promulgated under the Act (a “Regulation S Investor”). If such Selling Shareholder is a Regulation D Investor and is U.S. Person, and such Selling 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 Shareholderalso represents that: (ix) has experience as an investor in securities of companies in the development stage and acknowledges that such Such Selling Shareholder is able can afford to fend for itself, can bear the economic risk of holding the Consideration Securities for an indefinite period and can afford to suffer the complete loss of such Selling Shareholder's ’s investment in the DoveBid Securities and has such Knowledge Consideration Securities; (y) its knowledge and experience in financial or and business matters is such that such Selling Shareholder is capable of evaluating the merits and risks of this the investment in the DoveBid Consideration Securities; and (z) only to the extent that such Selling Shareholder is not an individual, it has not been organized for the purpose of acquiring the Consideration Securities and protecting his own interests all the equity owners of such Selling Shareholder are Regulation D Investors. If such Selling Shareholder is a Regulation S Investor, such Selling Shareholder also represents that: (1) it is not a U.S. Person, (2) on the date hereof, the Regulation S Investor is outside the United States, (3) the Selling Shareholder is not acquiring the Consideration Securities for the account or benefit of any U.S. Person, (4) it will not, during the six month period starting on the date of such Selling Shareholder’s purchase and receipt of the Consideration Securities, offer or sell any of the Consideration Securities (or create or maintain any derivative position equivalent thereto) in connection with this investment and/or (ii) has a preexisting personal the United States, to or business relationship with DoveBid and certain of its officers, directors for the account or controlling persons benefit of a nature and duration that enables such Shareholder U.S. Person other than in accordance with Regulation S or pursuant 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 effective registration statement under the Securities ActAct or any available exemption therefrom and, in any case, in accordance with applicable state securities laws and (5) it will, after the expiration of such six month period, offer, sell, pledge or otherwise transfer the Consideration Securities (or create or maintain any derivative position equivalent thereto) only pursuant to an effective registration statement under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable state securities laws. Each Selling Shareholder has confirmed on the signature page hereto whether such Selling Shareholder is a Regulation D Investor and/or a Regulation S Investor, and such Selling Shareholder represents and warrants that the information set forth on its respective signature page is true and correct. 2.21.5 (c) Such Selling Shareholder understands that the Dovebid Consideration Securities are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from Dovebid in a transaction have not involving a public offering and that been registered under the Securities Act and applicable regulations thereunder the Consideration Securities are being issued in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the accuracy of its representations set forth herein. Moreover, such securities may Selling Shareholder understands that Purchaser is under no obligation to register the Consideration Securities with the SEC in the United States, except as set forth in the Registration Rights Agreement. (d) Such Selling Shareholder understands and agrees that the Consideration Securities cannot be offered, resold without or otherwise transferred except pursuant to (i) an effective registration statement under the Securities Act only covering such offer, sale or transfer and such offer, sale or transfer is made in certain limited circumstances. Such Shareholder understands that (i) DoveBid has withdrawn its Registration Statement on Form S-1 (No. 333-32184) and accordance with such registration statement, or (ii) no public market now exists for an available exemption from registration, in which case such Selling Shareholder shall furnish Purchaser with, if reasonably requested by Purchaser, a customary representation letter, in form and substance reasonably satisfactory to Purchaser. Such Selling Shareholder hereby covenants and agrees that he, she or it will not offer, sell or otherwise transfer such Consideration Securities except in compliance with this Section 3.7 and with Applicable Law. In order to prevent any transfer from taking place in violation of this Agreement or Applicable Law, each Selling Shareholder hereby agrees that Purchaser may cause a stop transfer order to be placed with the Dovebid Securities and that it is uncertain whether a public market will ever exist for the Dovebid Securities. Shareholder is familiar with Rule 144 of the U.S. Securities and Exchange Commission ("SEC"), as presently in effect, which permits certain limited sales of unregistered securities, and Shareholder understand that Transfer Agent with respect to the DoveBid Consideration Securities; provided, however, that such Rule stop order shall be immediately removed on the date that such Consideration Securities no longer bear a restrictive legend in accordance with Section 1.9(a) and/or any of the circumstances requiring the removal of such restrictive legend as set forth in Section 1.9(b) have occurred (regardless of whether Purchaser caused the removal of such legend in accordance with its obligation pursuant to Section 1.9(b). Purchaser will not be required to transfer on its books any Consideration Securities that has bee3.7n sold or transferred in violation of any provision of this Agreement or Applicable Law. (e) Each Selling Shareholder represents that such Selling Shareholder has reviewed the Purchaser’s SEC Documents and that such Selling Shareholder has such knowledge and experience in financial and business matters that such Selling Shareholder is capable of utilizing the information set forth therein, concerning Purchaser to evaluate the risk of investing in Purchaser. Each Selling Shareholder has before the Closing hereunder, been afforded the opportunity to review and is familiar with the SEC Documents and has based his decision to invest solely on the information contained therein, and the information contained within this Agreement and has not presently available been furnished with any other literature, prospectus or other information except as included in the SEC Documents or this Agreement. Each Selling Shareholder has been given the opportunity to permit their resaleask questions about Purchaser and is satisfied that any information about Purchaser have been answered to such Selling Shareholder’s satisfaction. Each Selling Shareholder understands that no U.S. federal or state agency has approved or disapproved, passed upon or endorsed the merits of the transfer of such shares set forth within this Agreement or made any finding or determination as to the fairness of such shares for investment. Without limiting the foregoing, each Selling Shareholder further understands acknowledges and agrees that Rule 144 requires none of Purchaser or any of its employees, affiliates, advisors, agents or other representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding Purchaser or its businesses and operations. Each Selling Shareholder hereby acknowledges that the DoveBid Securities be held such Selling Shareholder is taking full responsibility for a minimum making their own evaluation and that such Selling Shareholder will have no claim against Purchaser, any of one (1) year andits employees, in certain cases two (2) yearsaffiliates, after they have been purchased and paid for within the meaning of Rule 144advisors, before they may be sold under Rule 144. Shareholder further understands that Rule 144 may indefinitely restrict transfer of the DoveBid Securities so long as the holder thereof remains an "affiliate" of the Company if "current public information" about the Company (as defined in Rule 144) is not publicly availableagents or other representatives with respect thereto.

Securities Law Representations. Each Shareholder As of the Closing Date, Seller hereby represents makes the following representations and ------------------------------ warrants towarranties to and for the benefit of Buyer and Graymark: (a) Seller has been provided with the various filings described in Schedule 10.3, and agrees withhas been provided as much time and opportunity as it deemed appropriate to review and study such information and to consult with Buyer and Graymark regarding the merits and risks of the transactions contemplated by this Agreement; (b) Seller has had adequate opportunity to ask questions of and receive answers from representatives of Buyer and Graymark concerning any and all matters pertaining to Buyer and Graymark and the transactions contemplated by this Agreement which it deemed appropriate; (c) Seller is the true party in interest and is not acquiring any of the Graymark Stock for the benefit of any other Person; provided, DoveBid as follows:however, that Seller intends to transfer its shares of Graymark Stock to certain partners and creditors in part to satisfy certain obligations, subject to and in accordance with subsection (e) below; 2.21.1 (d) The Convertible Subordinated Promissory Note and any securities issuable upon conversion thereof (collectively, with the Convertible Subordinated Promissory Note, the "DoveBid Securities") will be Graymark Stock being acquired hereunder by Seller is being acquired for investment its own account for such Shareholder's own account, not as a nominee or agentinvestment, and is not being acquired with a view to the public resale resale, redistribution, subdivision or distribution thereof within the meaning fractionalization thereof; provided, however, that Seller intends to transfer its shares of the Securities ActGraymark Stock to certain partners and creditors in part to satisfy certain obligations, subject to and such Shareholder has no present intention in accordance with subsection (e) below; (e) Prior to any transfer or assignment of sellingshares of Graymark Stock to any of its partners or creditors as contemplated in this Agreement, granting any participation in, or otherwise distributing the same. 2.21.2 Such Shareholder has received or has had full access Seller shall cause 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: be delivered (i) has experience to each of its assignees, with each assignee’s written confirmation of receipt, the various filings described in Schedule 10.3(e) and as supplemented with all additional reports filed by Graymark with the U.S. Securities and Exchange Commission following the Closing Date, and (ii) to Graymark written representations of the assignee that the assignee qualifies as an investor “accredited investor” as defined in securities Rule 501(a) of companies in Regulation D as promulgated by 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 U.S. Securities and Exchange Commission in effect at the time of the assignment of the Graymark Stock and representations substantially the same as those set forth in subsections (a), (b), (c) and (d) above and subsections (f) and (g) below. Any assignment of any of the Graymark Stock shall require the consent of Graymark, which consent shall not be unreasonably withheld when all conditions of transfer or assignment set forth herein are complied with or waived in writing by Graymark; (f) Seller has such Knowledge knowledge and experience in financial or and business matters and investments in general that such Shareholder it is capable of evaluating the merits and risks of this investment in the DoveBid Securities and protecting his 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 ownership of the character, business acumen and financial circumstances of such persons.Graymark Stock by it; and 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 (g) Seller understands that the Dovebid Securities are characterized as "restricted securities" under 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. 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 Graymark Stock that it is uncertain whether a public market will ever exist for the Dovebid Securities. Shareholder is familiar receive cannot be readily sold without compliance with Rule 144 of the U.S. Securities applicable state and Exchange Commission ("SEC"), as presently in effect, which permits certain limited sales of unregistered securities, and Shareholder understand that with respect to the DoveBid Securities, such Rule is not presently available to permit their resale. Shareholder further understands that Rule 144 requires that the DoveBid Securities be held for a minimum of one (1) year and, in certain cases two (2) years, after they have been purchased and paid for within the meaning of Rule 144, before they may be sold under Rule 144. Shareholder further understands that Rule 144 may indefinitely restrict transfer of the DoveBid Securities so long as the holder thereof remains an "affiliate" of the Company if "current public information" about the Company (as defined in Rule 144) is not publicly availablefederal securities laws.

Securities Law Representations. Each (a) The Shareholder 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 understands that the Convertible Subordinated Promissory Note, the "DoveBid Securities") will be acquired for investment for such Shareholder's own account, shares of Parent Series E Preferred Shares have not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of been registered under the Securities Act, or registered or qualified under the securities or “Blue Sky” laws of any jurisdiction, and such are being issued pursuant to exemptions contained in the Act and exemptions contained in other applicable securities or “Blue Sky” laws. The Shareholder has no present intention further understands that the Company’s or Parent’s reliance on these exemptions is based in part on the representations made by the Shareholder in this Agreement. In this connection, the Shareholder and Shareholder Beneficiary each represents and warrants that the offer and sale of sellingthe Parent Series E Preferred Shares were made solely in the state listed on the Company’s books. (b) The Shareholder understands the term “accredited investor” as used in Regulation D promulgated under the Act and represents and warrants that it is an “accredited investor” for purposes of acquiring the Parent Series E Preferred Stock. Notwithstanding the preceding sentence, granting any participation inParent acknowledges that neither Xxxxxx Software, LLC nor Xxxxxxx Xxxxxx is, or otherwise distributing the same. 2.21.2 Such Shareholder has received represents that it or has had full access to all the information it considers necessary or appropriate to make he is, an informed investment decision with respect to the DoveBid Securities“accredited investor”. 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 The Shareholder understands that the purchase shares of Parent Series E Preferred Stock are an illiquid investment, which will not become freely transferable by reason of any “change of circumstances” whatever. Xxxxxx Software, LLC has consulted with Xxxx Xxxxx, in his capacity as Xxxxxx Software, LLC’s purchaser representative with respect to Xxxxxx Software, LLC’s acquisition of shares of the DoveBid Securities involves substantial risk. Such Shareholder: (i) has experience as an investor in securities of companies in the development stage Parent Series E Preferred Stock hereunder, and acknowledges that after such Shareholder is able to fend for itselfconsultation, can bear the economic risk of such Shareholder's investment in the DoveBid Securities and 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 investment in such acquisition. (c) The Shareholder is acquiring the DoveBid Securities Parent Series E Preferred Stock for its own account for investment, and protecting his own interests not for, with a view to, or in connection with this investment and/or (ii) the resale or distribution thereof. The Shareholder has a preexisting personal no present intention to sell, hypothecate, distribute or business relationship with DoveBid and certain of its officers, directors otherwise transfer the Parent Series E Preferred Stock 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 personsany portion thereof or any interest therein. 2.21.4 Such Shareholder is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act. 2.21.5 Such (d) The Shareholder understands that the Dovebid Securities are characterized as "Parent Series E Preferred Stock will constitute “restricted securities" under 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. 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. Shareholder is familiar with Rule 144 of the U.S. Securities and Exchange Commission ("SEC"), as presently in effect, which permits certain limited sales of unregistered securities, and Shareholder understand that with respect to the DoveBid Securities, such Rule is not presently available to permit their resale. Shareholder further understands that Rule 144 requires that the DoveBid Securities be held for a minimum of one (1) year and, in certain cases two (2) years, after they have been purchased and paid for ” within the meaning of Rule 144 promulgated under the Act and that, as such, the Parent Series E Preferred Stock must be held indefinitely unless they are subsequently registered under the Act or unless an exemption from the registration requirements thereof is available. The Shareholder has been advised that Rule 144, before which permits the resale, subject to various terms and conditions, of small amounts of such “restricted securities” after they have been held for six months, does not now apply to the Parent, because the Parent is not now required to file, and does not file, current reports under the Securities Exchange Act of 1934, and because information concerning the Parent substantially equivalent to that which would be available if the Parent were required to file such reports is not now publicly available. The Parent may become a reporting entity at some future date, but no assurance can be sold under Rule 144. Shareholder further understands given that Rule 144 may indefinitely restrict transfer it will do so. (e) In connection with the Shareholders acquisition of the DoveBid Securities so long as Parent Series E Preferred Stock, the holder thereof remains an "affiliate" Shareholder accepts the condition that the Parent may maintain “stop transfer” orders with respect to the Parent Series E Preferred Stock and that each certificate or other document evidencing the Parent Series E Preferred Stock will bear conspicuous legends in substantially the form set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY OR SUBJECT TO AN OPTION UNDER, THE TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND AMONG THE STOCKHOLDER, THE CORPORATION AND CERTAIN OTHER HOLDERS OF STOCK OF THE CORPORATION AND A CERTAIN RESTRICTED STOCK AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED OWNER OF THESE SHARES (OR HIS PREDECESSOR IN INTEREST). COPIES OF SUCH AGREEMENTS MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. (f) The Shareholder has consulted its attorney, accountant and/or purchaser representative with respect to its acquisition of the Company if "Parent Series E Preferred Stock. The Shareholder has had the opportunity to fully investigate the Parent and its business and financial condition and have knowledge of the Parent’s current public information" activities. The Shareholder acknowledges that the Parent has granted it and its attorney, accountant and/or purchaser representative access to all information about the Company (as defined in Rule 144) is not publicly availableParent that it or its attorney, accountant and/or purchaser representative have requested and has offered each of it and them access to all further information that it and they deemed relevant to an investment decision with respect to the Parent Series E Preferred Stock. The Shareholder and its attorney, accountant and/or purchaser representative have had the opportunity to ask questions of, and receive answers from, representatives of the Parent concerning such information and the Parent’s financial condition and prospects. No investigation made heretofore or hereafter by the Shareholder shall limit or affect the representations, warranties, covenants, closing conditions and indemnities of the Parent and the Merger Sub hereunder, each of which shall survive any such investigation.

Securities Law Representations. Each Shareholder hereby represents (a) XX Xxxxxxxx is knowledgeable, sophisticated and ------------------------------ warrants toexperienced in making, and agrees withis qualified to make, DoveBid as follows:decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Purchaser Shares, including investments in securities issued by the Purchaser, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Purchaser Shares. XX Xxxxxxxx is not relying, in making its decision to purchase the Purchaser Shares, on any oral representations or statements made by the Purchaser’s personnel, and XX Xxxxxxxx is relying solely on the information contained in the Disclosure Materials. XX Xxxxxxxx has carefully considered the potential risks relating to the Purchaser and a purchase of the Purchaser Shares, including the risks identified under “Risk Factors” in the Disclosure Materials, and fully understands that the Purchaser Shares are speculative and include a high degree of risk of loss. 2.21.1 The Convertible Subordinated Promissory Note and any securities issuable upon conversion thereof (collectively, with b) XX Xxxxxxxx is acquiring the Convertible Subordinated Promissory Note, the "DoveBid Securities") will be acquired Purchaser Shares for their own account for investment for such Shareholder's own account, not as a nominee or agentonly, 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 distributing any participation inof the Purchaser Shares nor any arrangement or understanding with any other persons regarding the distribution of such Purchaser Shares, or as would otherwise distributing not be in violation of the sameSecurities Act or any applicable state securities laws. 2.21.2 Such Shareholder (c) XX Xxxxxxxx understands that no United States federal or state agency or any other government or governmental agency has received passed on or has had full access to all made any recommendation or endorsement of the information it considers necessary Purchaser Shares or appropriate to make an informed the fairness or suitability of the investment decision with respect to in the DoveBid Securities. Such Shareholder further has had an opportunity to ask questions and receive answers from DoveBid regarding Purchaser Shares nor have such authorities passed upon or endorsed the terms and conditions merits 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 accessPurchaser Shares. 2.21.3 Such Shareholder understands that the purchase of the DoveBid Securities involves substantial risk. Such Shareholder: (id) 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 his 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 XX Xxxxxxxx is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. XX Xxxxxxxx is able to bear the economic risk of an investment in the Purchaser Shares. 2.21.5 Such Shareholder (e) XX Xxxxxxxx understands that the Dovebid Securities are characterized as "restricted securities" offer and sale of the Purchaser Shares to Earnshaw has not been and is not being registered under the Securities Act inasmuch as they or any state securities laws, and the Purchaser Shares may not be offered for sale, sold, assigned, pledged, transferred or otherwise disposed of by XX Xxxxxxxx unless (i) subsequently registered thereunder, (ii) XX Xxxxxxxx shall have delivered to Purchaser an opinion of counsel, reasonably acceptable to Purchaser in a generally acceptable form, to the effect that such Purchaser Shares to be offered for sale, sold, assigned, pledged, transferred or otherwise disposed of may be so offered for sale, sold, assigned, pledged, transferred or otherwise disposed of pursuant to an exemption from such registration, or (iii) XX Xxxxxxxx provides Purchaser with written reasonable assurance that such Purchaser Shares can be or are being acquired from Dovebid offered for sale, sold, assigned, pledged, transferred or otherwise disposed of pursuant to, and in a transaction not involving a public offering and that compliance with, Rule 144 under the Securities Act and applicable regulations thereunder such securities Act; provided, further, that in no event may the Purchaser Shares be resold without registration under the Securities Act only offered for sale, sold, assigned, pledged, transferred or otherwise disposed of by Earnshaw in certain limited circumstances. Such Shareholder violation of Section 3.13 hereof. (f) XX Xxxxxxxx understands that (i) DoveBid has withdrawn its Registration Statement on Form S-1 (No. 333-32184) and the certificates representing the Purchaser Shares purchased by XX Xxxxxxxx hereunder, until the occurrence of an event described in Section 5.31(e)(i), (ii) no public market now exists for or (iii), shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, (B) AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY, IN A GENERALLY ACCEPTED FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (C) WRITTEN REASONABLE ASSURANCE THAT IT WILL BE DONE PURSUANT TO, AND IN COMPLIANCE WITH, RULE 144 UNDER SAID ACT. (g) XX Xxxxxxxx will comply, at their own expense, with all applicable laws and regulations in any foreign jurisdiction in which it purchases, offers, sells or delivers any of the Dovebid Securities and that it is uncertain whether a public market will ever exist for the Dovebid Securities. Shareholder is familiar with Rule 144 of the U.S. Securities and Exchange Commission ("SEC"), as presently in effect, which permits certain limited sales of unregistered securities, and Shareholder understand that with respect to the DoveBid Securities, such Rule is not presently available to permit their resale. Shareholder further understands that Rule 144 requires that the DoveBid Securities be held for a minimum of one (1) year and, in certain cases two (2) years, after they have been purchased and paid for within the meaning of Rule 144, before they may be sold under Rule 144. Shareholder further understands that Rule 144 may indefinitely restrict transfer of the DoveBid Securities so long as the holder thereof remains an "affiliate" of the Company if "current public information" about the Company (as defined in Rule 144) is not publicly availablePurchaser Shares.

Securities Law Representations. Each Shareholder hereby represents The Company and ------------------------------ warrants to, the Shareholders agree and agrees with, DoveBid acknowledge that the following representations and warranties shall be deemed to have been made as follows: 2.21.1 The Convertible Subordinated Promissory Note of the date hereof and any securities issuable upon conversion thereof (collectively, as of the date of the distribution of the Buyer Shares to the Company and the Shareholders in connection with the Convertible Subordinated Promissory Note, liquidation and dissolution of the "DoveBid Securities"Company. (a) will be The Buyer Shares are being acquired for investment for such Shareholder's the Company’s and the Shareholders’ own account, accounts; not as a nominee or agent, and not with a view to the public resale direct or indirect sale or distribution thereof within the meaning of the Securities Actany part thereof, and such Shareholder has no neither the Company nor the Shareholders have any present intention of selling, granting any participation in, or otherwise distributing the same, except in compliance with the Securities Act. 2.21.2 Such Shareholder has received or has had full access to all (b) The Company and 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 Shareholders understand 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 acknowledge that the purchase of the DoveBid Securities involves substantial risk. Such Shareholder: (i) has experience as the Buyer Shares have not been registered under the Securities Act or any state securities laws, are being sold in reliance upon an investor in exemption or exemptions from the registration and prospectus delivery requirements of the Securities Act and applicable state securities of companies in laws, and must be held indefinitely unless a subsequent disposition thereof is registered under the development stage Securities Act and acknowledges applicable state securities laws or is exempt therefrom, and (ii) there is not currently a trading market for the Buyer Shares and there can be no assurances that such Shareholder is able to fend for itselfthe Buyer Shares will be listed on any exchange or quoted on any quotation system. (c) The Company and the Shareholders have knowledge, can bear the economic risk of such Shareholder's investment in the DoveBid Securities and has such Knowledge skill and experience in financial or financial, business and investment matters that such Shareholder is relating to an investment of this type and are capable of evaluating the merits and risks of this such investment in the DoveBid Securities and protecting his own their interests in connection with this investment and/or (ii) has a preexisting personal therewith. To the extent deemed necessary by the Company or business relationship with DoveBid and certain of its officersany Shareholder, directors the Company or controlling persons of a nature and duration that enables such Shareholder to be aware has retained, at the Company’s or such Shareholder’s own expense, appropriate professional advice regarding the investment, tax and legal merits and consequences of acquiring and owning the character, business acumen and financial circumstances of such personsBuyer Shares. 2.21.4 Such Shareholder is an "accredited investor" within (d) The Company and the meaning of Regulation D promulgated under Shareholders acknowledge and agree that prior to the Securities Act. 2.21.5 Such Shareholder understands that the Dovebid Securities are characterized as "restricted securities" under 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 date hereof, each such securities may be resold without registration under the Securities Act only in certain limited circumstances. Such Shareholder understands that party has carefully reviewed Buyer’s (ia) DoveBid has withdrawn its Registration Statement Annual Report on Form S-1 (No. 33310-32184) K for the year ended December 31, 2005 and (iib) no public market now exists for any of the Dovebid Securities and that it is uncertain whether a public market will ever exist Quarterly Report on Form 10-Q for the Dovebid Securities. Shareholder is familiar with Rule 144 of quarter ending March 31, 2006 and Current Reports on Form 8-K filed since the U.S. Securities and Exchange Commission ("SEC"), as presently in effect, which permits certain limited sales of unregistered securities, and Shareholder understand that with respect to the DoveBid Securities, such Rule is not presently available to permit their resale. Shareholder further understands that Rule 144 requires that the DoveBid Securities be held for a minimum of one (1) year and, in certain cases two (2) years, after they have been purchased and paid for within the meaning of Rule 144, before they may be sold under Rule 144. Shareholder further understands that Rule 144 may indefinitely restrict transfer of the DoveBid Securities so long as the holder thereof remains an "affiliate" of the Company if "current public information" about the Company (as defined in Rule 144) is not publicly availabledate thereof.

Securities Law Representations. Each Shareholder As of the Closing Date, each of the Sellers hereby represents makes the following representations and ------------------------------ warrants towarranties to and for the benefit of Buyer and Graymark: (a) Such Seller has been provided with the various filings described in Schedule 10.3, and agrees withhas been provided as much time and opportunity as it deemed appropriate to review and study such information and to consult with Buyer and Graymark regarding the merits and risks of the transactions contemplated by this Agreement; (b) Such Seller has had adequate opportunity to ask questions of and receive answers from representatives of Buyer and Graymark concerning any and all matters pertaining to Buyer and Graymark and the transactions contemplated by this Agreement which it deemed appropriate; (c) Such Seller is the true party in interest and is not acquiring any of the Graymark Stock for the benefit of any other Person; provided, DoveBid as follows:however, that such Seller intends to transfer its shares of Graymark Stock to certain partners and creditors in part to satisfy certain obligations, subject to and in accordance with subsection (e) below; 2.21.1 (d) The Convertible Subordinated Promissory Note and any securities issuable upon conversion thereof (collectively, with the Convertible Subordinated Promissory Note, the "DoveBid Securities") will be Graymark Stock being acquired hereunder by such Seller is being acquired for investment its own account for such Shareholder's own account, not as a nominee or agentinvestment, and is not being acquired with a view to the public resale resale, redistribution, subdivision or distribution thereof within the meaning fractionalization thereof; provided, however, that such Seller intends to transfer its shares of the Securities ActGraymark Stock to certain partners and creditors in part to satisfy certain obligations, subject to and in accordance with subsection (e) below; (e) Prior to any transfer or assignment of shares of Graymark Stock to any of its partners or creditors as contemplated in this Agreement, 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 Seller shall cause 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: be delivered (i) has experience to each of its assignees, with each assignee’s written confirmation of receipt, the various filings described in Schedule 10.3(e) and as supplemented with all additional reports filed by Graymark with the U.S. Securities and Exchange Commission following the Closing Date, and (ii) to Graymark written representations of the assignee that the assignee qualifies as an investor “accredited investor” as defined in securities Rule 501(a) of companies in Regulation D as promulgated by 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 U.S. Securities and Exchange Commission in effect at the time of the assignment of the Graymark Stock and representations substantially the same as those set forth in subsections (a), (b), (c) and (d) above and subsections (f) and (g) below. Any assignment of any of the Graymark Stock shall require the consent of Graymark, which consent shall not be unreasonably withheld when all conditions of transfer or assignment set forth herein are complied with or waived in writing by Graymark; (f) Such Seller has such Knowledge knowledge and experience in financial or and business matters and investments in general that such Shareholder it is capable of evaluating the merits and risks of this investment in the DoveBid Securities and protecting his 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 ownership of the character, business acumen and financial circumstances of such persons.Graymark Stock by it; and 2.21.4 (g) Such Shareholder is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act. 2.21.5 Such Shareholder Seller understands that the Dovebid Securities are characterized as "restricted securities" under 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. 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 Graymark Stock that it is uncertain whether a public market will ever exist for the Dovebid Securities. Shareholder is familiar receive cannot be readily sold without compliance with Rule 144 of the U.S. Securities applicable state and Exchange Commission ("SEC"), as presently in effect, which permits certain limited sales of unregistered securities, and Shareholder understand that with respect to the DoveBid Securities, such Rule is not presently available to permit their resale. Shareholder further understands that Rule 144 requires that the DoveBid Securities be held for a minimum of one (1) year and, in certain cases two (2) years, after they have been purchased and paid for within the meaning of Rule 144, before they may be sold under Rule 144. Shareholder further understands that Rule 144 may indefinitely restrict transfer of the DoveBid Securities so long as the holder thereof remains an "affiliate" of the Company if "current public information" about the Company (as defined in Rule 144) is not publicly availablefederal securities laws.