Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. (a) East is an “Accredited Investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. East agrees to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with the Stock Purchase. The Purchased Shares will be acquired by East for its own account for investment purposes, not as a nominee or agent, and not with a view to or in connection with the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or any part of the Purchased Shares at any time pursuant to an effective registration statement under the Securities Act and applicable state securities laws, or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act; and that Purchased Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. (c) East is able to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Shares. (d) East further understands that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form or (ii) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Rand, that a registration statement under the Securities Act is at that time in effect with respect to the legend security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to East.

Securities Laws Matters. Notwithstanding anything to the contrary herein, in the Agreement or in the Equity Definitions, if Dealer reasonably determines, based on advice of counsel and following consultation with counsel to Counterparty, (ax) East is an “Accredited Investor” on account of the adoption, promulgation or effectiveness of, or any change in, any applicable law, rule or regulation or the formal or informal interpretation thereof by the Securities and Exchange Commission or its staff, following the Trade Date, that any Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction that otherwise would be used to close out open Share borrowings from third-party stock lenders (other than Counterparty) created in the course of Dealer’s hedging activities related to its exposure under the Transaction as defined described in Section 3(b) above may not be used to close out such open Share borrowings or (y) within six months (or, if the Issuer does not satisfy the information requirements of Rule 501(a144(c), up to twelve months) following the Trade Date, Counterparty has revoked the Rehypothecation right and a Counterparty Payment Event occurs that Counterparty does not elect to settle in cash and the related Shares delivered or to be delivered to Dealer by Counterparty in respect of Regulation D promulgated the Transaction would not be freely tradable under Section 5 of the Securities Act, in either case of clauses (x) and (y), then any required delivery of Shares (the “Restricted Shares”) by Counterparty shall be effected pursuant to the following paragraph, unless waived by Dealer. East agrees Any delivery of Restricted Shares by Counterparty to furnish any additional information Dealer (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer (it being understood that Counterparty will not be required to, but, if requested by Rand Dealer, Counterparty shall use commercially reasonable efforts to, cause to assure compliance with applicable U.S. federal be certificated or legended, as applicable, any Restricted Shares not in certificated form or bearing a restrictive legend, as applicable). On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable the “Section 4(1 1⁄2)” exemption from Securities Act registration for the private placement by Dealer (or its affiliate) of such Restricted Shares. Counterparty and state securities laws in connection with the Stock Purchase. The Purchased Shares will be acquired by East for Dealer (or its own account for investment purposesaffiliate) shall execute an agreement containing customary representations, not as a nominee covenants, indemnities to Dealer (or agentsuch affiliate), opinions and certificates, and such other documentation as is customary for private placements of equity securities of a similar size for a similar issuer, all reasonably acceptable to Dealer (it being understood that Issuer need not be party to such agreement). In the case of a Private Placement Settlement, following consultation with Counterparty, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Dealer (or its designee) hereunder in a view commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer (or its designee) and may only be saleable by Dealer (or such designee) at a discount to reflect the lack of liquidity in connection with Restricted Shares and the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or any part nature and duration of the Purchased Shares at any time pursuant to an effective registration statement under relevant restrictions applicable thereto. Notwithstanding the Securities Act and applicable state securities lawsAgreement or this Confirmation, or under an exemption from the date of delivery of such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act; and that Purchased Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. (c) East is able to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Shares. (d) East further understands that (i) each certificate representing Purchased Restricted Shares shall be stamped or otherwise imprinted with a legend substantially in the Clearance System Business Day following form or (ii) with respect notice by Dealer to any Purchased Counterparty of the number of Restricted Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Rand, that a registration statement under the Securities Act is at that time in effect with respect to the legend security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration delivered pursuant to which Rand issued the shares of Rand Common Stock to Eastthis paragraph.

Securities Laws Matters. 4.1 The Investor is aware of, acknowledges and agrees with the Issuer as follows: (a) East at the time of issuance the Shares will NOT have been registered with the Securities and Exchange Commission. The Company is an “Accredited Investor” as defined issuing such shares in Rule 501(a) of Regulation D promulgated reliance on the exemptions under the Securities Act. East , and applicable securities laws of certain states in which the Investor(s) reside(s); (b) the holder hereof, by purchasing such securities, agrees for the benefit of the Issuer that such Shares may be offered, sold, pledged or otherwise transferred only (i) to furnish the Issuer, (ii) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act or (iii) in a transaction that does not require registration under the Securities Act or any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with and rules and regulations governing the Stock Purchase. The Purchased Shares will be acquired by East for its own account for investment purposesoffer and sale of securities, not as a nominee or agent, and not with a view to or in connection with the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or any part of the Purchased Shares at any time (iv) pursuant to an effective registration statement under the Securities Act and as further described below; (c) any person to whom any of the Shares, or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions except pursuant to the registration of such shares as described below; (d) the Investor fully comprehends that the Issuer is relying to a material degree on the representations, warranties and agreements contained herein and in his or her Investment Representation Letter and/or Investor Questionnaire submitted to the Issuer (if applicable), and with such realization, authorizes the Issuer to act as it may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the Shares of the following legend and any legends required by any applicable state securities laws, or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act; and that Purchased Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. (c) East is able to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Shares. (d) East further understands that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form or (ii) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY STATESACT. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION WHICHUNDER THE ACT, IN THE OPINION AVAILABILITY OF COUNSEL REASONABLY SATISFACTORY WHICH IS TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED ESTABLISHED TO BEAR THE FINANCIAL RISKS SATISFACTION OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMETHE ISSUER. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY TRANSFER OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATIONTHESE SECURITIES. The Investor understands that the imposition of such a legend set forth above shall condition may affect the value, and the value as collateral, of the Shares; (e) the Investor agrees that the Issuer may require that none of the Shares or any interest therein may be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand sold, transferred or otherwise disposed of an opinion by counsel, reasonably satisfactory to Rand, that a registration statement unless registered under the Securities Act is at that time in effect with respect Act, without his or her having first presented to the legend security Issuer or its counsel a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any of the registration provisions of the Securities Act and the rules and regulations promulgated thereunder; and (f) the Company agrees that within Fourteen (14) days of closing this offering the Company will file a one time registration statement at its own expense seeking registration of the shares sold pursuant to the offering, as well as any other shares held by holders who may have "piggyback" registration rights, and who timely notify the Company that they desire to exercise such rights. The Company makes no representation that such security can be freely transferred in a public sale without such a registration statement being will be declared effective by the Securities and Exchange Commission within any specific timeframe, or if ever. Further, the Company will contemporaneously make the required filings and comply with any applicable "Blue Sky" provisions of the applicable states where necessary, but makes no representation of its ability to clear such securities in effect and any state within any specific timeframe, if ever. (g) the Investor acknowledges that such transfer the foregoing is not a complete statement of the law applicable to resale or registration of the Shares, but merely an outline of some of the more salient features. For legal advice in these matters, the Investor will not jeopardize continue to rely on its own legal counsel as the exemption or exemptions from registration pursuant to which Rand issued Investor has throughout this transaction concerning the shares purchase of Rand Common Stock to Eastthe Shares.

Securities Laws Matters. Rollover Seller acknowledges receipt of advice from Buyer that (ai) East is an “Accredited Investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. East agrees to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with the Stock Purchase. The Purchased Shares will be acquired by East for its own account for investment purposesIssued Shares, not as a nominee or agentif any, and not with a view to or in connection with the public sale or public distribution Issued Options (and any shares of any part thereof, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or any part Buyer Common Stock acquired on exercise of the Purchased Shares at any time pursuant to an effective registration statement Issued Options (“Exercise Shares”)), if any, have not been registered under the Securities Act and applicable of 1933 (the “Act”) or qualified under any state securities or “blue sky” or non U.S. securities laws, or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East (ii) it is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity anticipated that there will be any public market for any other Personshares of Buyer Common Stock, nominee account or beneficial owner, whether a natural person or entity. (biii) East understands that Purchased Shares are restricted securities within the meaning any shares of Rule 144 under the Securities Act; and that Purchased Shares are not registered and Buyer Common Stock must be held indefinitely and Rollover Seller must continue to bear the economic risk of the investment in the shares of Buyer Common Stock unless they such shares are subsequently registered under the Act and such state or non U.S. securities laws or an exemption from such registration is available. , (civ) East Rule 144 promulgated under the Act (“Rule 144”) is able not presently available with respect to bear the economic risk sales of holding the Purchased Shares for an indefinite period (including total loss any shares of its investment), Buyer Common Stock and Buyer has sufficient knowledge made no covenant to make Rule 144 available and experience in financial and business matters so as Rule 144 is not anticipated to be capable of evaluating the merits and risk of its investment available in the Purchased Shares. foreseeable future, (dv) East further understands that when and if any shares of Buyer Common Stock may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, (ivi) each if the exemption afforded by Rule 144 is not available, public sale of the shares of any shares of Buyer Common Stock without registration will require the availability of an exemption under the Act, (vii) restrictive legends in the form set forth in the Stockholders Agreement shall be placed on the certificate representing Purchased Shares the shares of any shares of Buyer Common Stock issued to Rollover Seller and (viii) a notation shall be stamped or otherwise imprinted with a legend substantially made in the following form or (ii) appropriate records of the Buyer indicating that the shares of any such shares are subject to restrictions on transfer and, if Buyer should in the future engage the services of a stock transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Rand, that a registration statement under the Securities Act is at that time in effect with respect to the legend security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to Eastshares.

Securities Laws Matters. If the belief of either Credit Suisse or Counterparty stated in the first sentence of sub-paragraph (a) East is an “Accredited Investor” as defined in Rule 501(aii) of Regulation D promulgated under “Agreements and Acknowledgments Regarding Shares” above changes because of a change in law or a change in interpretation or the policy of the Securities Act. East agrees and Exchange Commission or its staff, or either Credit Suisse or Counterparty otherwise determines that in its reasonable opinion any Shares to furnish be issued to Credit Suisse by Counterparty in return for payment of at least the par value thereof may not be used as described under such sub-paragraph (ii) for any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with the Stock Purchase. The Purchased Shares will be acquired by East for its own account for investment purposes, not reason (other than as a nominee or agent, and not with a view result Credit Suisse tendering to or in connection with Counterparty any Shares for repurchase for cancellation for USD0.01 pursuant to the public sale or public distribution of any part thereof, without prejudice, however, subject Share Issuance Agreement other than pursuant to East’s right at all times to sell or otherwise dispose of all or any part Section 5(a) of the Purchased Share Issuance Agreement), then Counterparty may elect that any Shares issued in return for payment of at any time least the par value thereof hereunder either be (x) registered pursuant to an effective registration statement covering public resale of such Shares (“Registered Shares”) or (y) deemed to have been issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof (“Restricted Shares”). (i) If Counterparty has elected to issue Registered Shares, Counterparty shall have afforded Credit Suisse and its counsel and other advisers a reasonable opportunity to conduct a due diligence investigation of Counterparty customary in scope for underwritten equity offerings, and Counterparty and Credit Suisse shall have executed an agreement containing such terms, covenants, conditions, representations, warranties and indemnities substantially similar to such provisions that are customary for underwriting agreements in underwritten equity offerings. (ii) Issuance of Restricted Shares by Counterparty to Credit Suisse in return for payment of at least the par value thereof (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Credit Suisse. On the date of such issuance, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable either (x) the exemption pursuant to Section 4(2) of the Securities Act for the sale or deemed sale by Counterparty to Credit Suisse (or any affiliate designated by Credit Suisse) of the Restricted Shares or (y) the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Restricted Shares by Credit Suisse (or any such affiliate of Credit Suisse). Counterparty and Credit Suisse shall execute an agreement containing customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Credit Suisse, due diligence rights (for Credit Suisse or any designated buyer of the Restricted Shares by Credit Suisse), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Credit Suisse. In the case of an issuance of Restricted Shares in return for payment of at least the par value thereof, the Calculation Agent may adjust the number of Restricted Shares to be issued to Credit Suisse hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Credit Suisse and may only be saleable by Credit Suisse at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of issuance of such Restricted Shares shall be the Clearance System Business Day following notice by Credit Suisse to Counterparty of the number of Restricted Shares to be issued in return for payment of at least the par value thereof pursuant to this clause (ii). For the avoidance of doubt, issuance of Restricted Shares in return for payment of at least the par value thereof shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable. (iii) If Counterparty issues any Restricted Shares in return for payment of at least the par value thereof in respect of the Transaction or any restricted Shares in accordance with the terms of Section 3(c)(ii) hereof, Counterparty agrees that (A) such Shares may be transferred freely among Credit Suisse and the wholly owned direct and indirect subsidiaries of Credit Suisse’s ultimate parent entity and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act and applicable state securities lawshas elapsed, Counterparty shall promptly remove, or under an exemption cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such registration available under the Securities Act Shares upon delivery by Credit Suisse (or such affiliate of Credit Suisse) to Counterparty or such transfer agent of seller’s and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty broker’s representation letters customarily delivered by Credit Suisse or its affiliates in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are connection with resales of restricted securities within the meaning of pursuant to Rule 144 under the Securities Act; and that Purchased Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. (c) East is able to bear , each without any further requirement for the economic risk delivery of holding the Purchased Shares for an indefinite period (including total loss any certificate, consent, agreement, opinion of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Shares. (d) East further understands that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form or (ii) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Randnotice or any other document, that a registration statement under the Securities Act is at that time in effect with respect to the legend security any transfer tax stamps or that payment of any other amount or any other action by Credit Suisse (or such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares affiliate of Rand Common Stock to EastCredit Suisse).

Securities Laws Matters. (a) East is an “Accredited Investor” as defined in Rule 501(a) Seller and each of Regulation D promulgated the Owners acknowledge and agree that the Seller Shares are "restricted securities" under the Securities Act. East agrees to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with and that the Stock Purchase. The Purchased following restrictions and limitations are applicable to the Seller Shares will and Seller’s re-sales, pledges, hypothecations or other transfers of the Seller Shares pursuant to the Securities Act of 1933, as amended: (a) Seller and each of the Owners agree that the Seller Shares shall not be acquired by East for its own account for investment purposessold, not as a nominee or agentpledged, and not with a view to or in connection with the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell hypothecated or otherwise dispose of all or any part of the Purchased Shares at any time pursuant to an effective registration statement transferred unless registered under the Securities Act of 1933 and applicable state securities laws, laws or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entityexempted therefrom. (b) East understands As an inducement to the parties to consummate the transactions contemplated by this Agreement, Seller will not, during the period beginning on the date that Purchased is 6 months following the Closing Date and ending 12 months thereafter (the "Lock Up Period") (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option, or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the Seller Shares are restricted or any securities within convertible into or exercisable or exchangeable for the meaning Seller Shares (including, without limitation, the Seller Shares which may be deemed to be beneficially owned by Seller in accordance with the rules and regulations of Rule 144 under the Securities Act; and Exchange Commission) or (2) enter into any swap or other agreement that Purchased transfers, in whole or in part, any of the economic consequence of ownership of the Seller Shares, whether any such transaction described in (1) or (2) is to be settled by delivery of any of the Seller Shares are or such other securities. Notwithstanding the foregoing, Parent hereby agrees to release the restrictions in this paragraph for any transaction described in (1) or (2) for up to (but not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is availableexceeding) 1/12 of the Seller Shares per month (on a non-cumulative basis) during the Lock Up Period. (c) East is able to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience A legend in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Shares. (d) East further understands that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form has been or (ii) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in will be placed on the following form to such Purchased certificates representing the Seller Shares: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “ACT”)SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES LAWS ACT OF ANY STATES. THESE SECURITIES ARE SUBJECT 1933, AS AMENDED, UNLESS AN OPINION OF COUNSEL SATISFACTORY TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE COMPANY SHALL HAVE BEEN RECEIVED BY THE COMPANY TO THE EFFECT THAT SUCH SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN VIOLATION OF THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFEREDACT OF 1933, SOLDAS AMENDED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER, AND OTHER APPLICABLE STATE SECURITIES LAWS. ANY DISPOSITION, PURSUANT TO AN EFFECTIVE REGISTRATION GRANT OR AN EXEMPTION FROM REGISTRATION WHICH, OTHER TRANSFER OF ANY INTEREST IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDER LOCK UP AGREEMENT, DATED AS , CONTAINED IN AN ASSET ACQUISITION AGREEMENT EXECUTED BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATIONTHE RECORD HOLDER HEREOF, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. WILL BE MAILED TO ANY HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR. (d) In furtherance of the foregoing, any duly appointed transfer agent for the registration and transfer of the Seller Shares is hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of the foregoing provisions. (e) In connection with the purchase and sale of the Seller Shares hereunder, Seller and each Owner represent and warrant to Parent that: (i) The legend set forth above shall Seller Shares to be removed acquired by Rand from Seller or Owner pursuant to this Agreement will be acquired for Seller’s or Owners’ (as applicable) own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any certificate evidencing Purchased applicable state securities laws, and the Seller Shares upon delivery will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Each of Seller and Owner is sophisticated in financial matters and is able to Rand evaluate the risks and benefits of the investment in the Parent Common Stock. (iii) Each of Seller and Owner is able to bear the economic risk of his investment in the Seller Shares for an opinion by counsel, reasonably satisfactory to Rand, that a registration statement indefinite period of time because the Seller Shares has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is at that time in effect with respect available. (iv) Each of Seller and Owner has had an opportunity to ask questions and receive answers concerning the legend security or that terms and conditions of the offering of Seller Shares and has had sufficient access to such security can be freely transferred in a public sale without such a registration statement being in effect other information concerning Parent as Seller and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to EastOwner has requested.

Securities Laws Matters. The Shareholder acknowledges receipt of advice from Buyer Parent that (ai) East is an “Accredited Investor” as defined in Rule 501(a) the New Options and any shares of Regulation D promulgated under the Securities Act. East agrees to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with the Buyer Parent Common Stock Purchase. The Purchased Shares will be acquired by East for its own account for investment purposes, not as a nominee or agent, and not with a view to or in connection with the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or any part on exercise of the Purchased Shares at any time pursuant to an effective registration statement New Options (“Exercise Shares”) have not been registered under the Securities Act and applicable of 1933 (the “Act”) or qualified under any state securities or “blue sky” or non U.S. securities laws, or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East (ii) it is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity anticipated that there will be any public market for any other PersonExercise Shares, nominee account or beneficial owner, whether a natural person or entity. (biii) East understands that Purchased any Exercise Shares are restricted securities within the meaning of Rule 144 under the Securities Act; and that Purchased Shares are not registered and must be held indefinitely and the Shareholder must continue to bear the economic risk of the investment in such shares of Buyer Parent Common Stock unless they such shares are subsequently registered under the Act and such state or non U.S. securities laws or an exemption from such registration is available. , (civ) East Rule 144 promulgated under the Act (“Rule 144”) is able not presently available with respect to bear the economic risk sales of holding the Purchased any Exercise Shares for an indefinite period (including total loss of its investment), and Buyer Parent has sufficient knowledge made no covenant to make Rule 144 available and experience in financial and business matters so as Rule 144 is not anticipated to be capable of evaluating the merits and risk of its investment available in the Purchased Shares. foreseeable future, (dv) East further understands that when and if any Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, (ivi) each if the exemption afforded by Rule 144 is not available, public sale of any Exercise Shares without registration will require the availability of an exemption under the Act, (vii) restrictive legends in the form set forth in the Shareholders Agreement shall be placed on the certificate representing Purchased the Exercise Shares and (viii) a notation shall be stamped or otherwise imprinted with a legend substantially made in the following form or (ii) appropriate records of the Buyer Parent indicating that the Exercise Shares are subject to restrictions on transfer and, if Buyer Parent should in the future engage the services of a stock transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in the following form to such Purchased Exercise Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Rand, that a registration statement under the Securities Act is at that time in effect with respect to the legend security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to East.

Securities Laws Matters. (a) East is an “Accredited Investor” as defined in Rule 501(a) Each of Regulation D promulgated under Parent, Merger Sub and the Securities Act. East agrees Company shall use commercially reasonable efforts to furnish any additional information requested by Rand cause the Stock Consideration to assure compliance with applicable U.S. federal and state securities laws in connection be registered on a registration statement on Form S-4 with the Stock Purchase. The Purchased Shares will be acquired by East for its own account for investment purposes, not as a nominee or agent, and not with a view to or in connection with SEC (the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or any part of the Purchased Shares at any time pursuant to an effective registration statement under the Securities Act and applicable state securities laws, or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity“Registration Statement”). (b) East understands that Purchased Shares are restricted securities within Parent shall prepare, and the meaning Company shall reasonably cooperate in such preparation, and Parent shall file with the SEC, as soon as practicable after the execution of Rule 144 under this Agreement, the Securities Act; Registration Statement, which shall include the consent solicitation or proxy statement/prospectus to be sent to the Company Shareholders in connection with the Company Shareholders Meeting or any consent solicitation conducted in lieu thereof (as amended or supplemented, the “Proxy Statement”), and that Purchased Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is availableParent shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon thereafter as practicable. (c) East is able Each of Parent and Merger Sub shall use commercially reasonable efforts to bear cause the economic risk Registration Statement and the Company shall use commercially reasonable efforts to cause the Proxy Statement to comply with all applicable requirements of holding the Purchased Shares for an indefinite period (including total loss of its investment), federal and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Sharesstate securities laws. (d) East further understands that Each of Parent (for itself and Merger Sub) and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Registration Statement, the Proxy Statement, or in any amendments or supplements thereto, or (ii) such other party may reasonably request, and to cause its counsel, auditors and other representatives to cooperate with the other party’s counsel, auditors and other representatives in the preparation of the Registration Statement and the Proxy Statement. (e) Subject to the provisions of Section 4.4, the Proxy Statement shall include the unqualified recommendation of the Company’s board of directors (the “Company Board”) in favor of adoption of this Agreement and approval of the Merger and the unanimous recommendation of the Company Board (the “Company Board Recommendation”) that the terms and conditions of the Merger and this Agreement are fair, just, reasonable, equitable, advisable and in the best interests of the Company and its shareholders. Subject to the provisions of Section 4.4, the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent, and no resolution by the Company Board or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent shall be adopted or proposed. (f) Each of Parent (for itself and Merger Sub) and the Company shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement or the Proxy Statement or any other filing or for additional information and shall provide the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement or the Proxy Statement or other filing. Each of Parent and the Company will respond promptly to any Purchased Shares held in book entry form, Rand shall comments from the SEC and will use commercially reasonable efforts to cause its transfer agent the Registration Statement to apply a legend substantially in the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Rand, that a registration statement declared effective under the Securities Act is as promptly as practicable after such filing. (g) The Company shall promptly advise Parent, and Parent shall promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that time might make it necessary or appropriate to amend or supplement the Registration Statement or the Proxy Statement, in effect order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law, and the Company and Parent shall cooperate in delivering any such amendment or supplement to all the holders of the Company Common Stock and/or filing any such amendment or supplement with the SEC or its staff and/or any other government officials. (h) Parent shall promptly prepare and submit to Nasdaq a listing application covering the shares of Parent Common Stock to be issued in the Merger and pursuant to Company Options after the Effective Time, and shall use its reasonable best efforts to obtain, prior to the Effective Time, approval for the quotation of such Parent Common Stock, subject to official notice of issuance to Nasdaq, and the Company shall cooperate such respect to such quotation. (i) As soon as practicable after the date hereof, each of Parent and the Company shall make all other filings required to be made by it with respect to the legend security or that such security can be freely transferred in a public sale without such a registration statement being in effect Merger and that such transfer will not jeopardize the exemption or exemptions from registration pursuant transactions contemplated hereby under the Securities Act, the Exchange Act and applicable Blue Sky Laws and the rules and regulations thereunder. (j) As soon as practicable after the Registration Statement is declared effective by the SEC, the Company shall deliver the Proxy Statement to which Rand issued all holders of the shares of Rand Company Common Stock to EastStock, the Company Warrants and/or the Company Options.

Securities Laws Matters. (a) East Each Stockholder and the Seller hereby acknowledges that the Purchase Price which consists solely of shares of common stock of DTST Shares being issued to such Seller hereunder have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or registered or qualified for sale under any state securities laws, and cannot be resold without registration thereunder or exemption therefrom. The Seller and the Stockholders represents that such party is an “Accredited Investoraccredited investor,” as such term is defined in Rule 501(a501(a)(1), (2), (3) or (7) of Regulation D promulgated under of the Securities 1933 Act. East agrees to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal , and state securities laws in connection with will acquire the Stock Purchase. The Purchased DTST Shares will be acquired by East for his, her or its own account for investment purposes, not as a nominee or agent, and not with a view to or in connection with the public a sale or public distribution thereof. The Seller and the Stockholders represent that they have sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the risks of any part investment in the DTST Shares, is acquiring the DTST Shares with a full understanding of all of the terms, conditions and risks thereof, without prejudiceand on the Closing Date will bear and have the ability to bear the economic risk of this investment for an indefinite period of time. The Seller and the Stockholder represents that each party understands and agrees to the terms and conditions under which the shares of DTST Shares are being offered. b) Each Seller acknowledges that, howeverto the extent applicable, subject to East’s right at all times to sell each certificate evidencing the DTST Shares being issued hereunder shall be endorsed with a legend substantially in the form set forth below, as well as any additional legend imposed or otherwise dispose of all or any part of the Purchased Shares at any time pursuant to an effective registration statement under the Securities Act and required by applicable state securities laws: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, or under an exemption from AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY U.S. STATE, NOR IS ANY SUCH REGISTRATION CONTEMPLATED. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.” c) Each Seller acknowledges that the DTST Shares being offered hereunder are “restricted securities” (as such registration available under the Securities Act and other applicable state securities laws. East term is not acting as an agent, representative, intermediary, nominee, derivative counterparty or defined in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act; and that Purchased Shares are not registered 1000 Xxx) and must be held indefinitely unless they are subsequently registered under the 1933 Act or an exemption from such registration is available. (cd) East is able Each Stockholder and the Seller acknowledge that he, she or it has been afforded an opportunity to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment), request and has sufficient knowledge and experience in financial and business matters so as to review all information considered by each party to be capable of evaluating the merits and risk of its necessary to make an investment in the Purchased Shares. (d) East further understands that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form or (ii) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Rand, that a registration statement under the Securities Act is at that time in effect decision with respect to the legend security or DTST Shares being issued hereunder. Each party also acknowledges that such security can be freely transferred in a public sale without such a registration statement being in effect he has received and that such transfer will not jeopardize the exemption or exemptions from registration pursuant reviewed information about Buyer and has had an opportunity to which Rand issued the shares of Rand Common Stock to Eastdiscuss Buyer’s business, management and financial affairs with its management.

Securities Laws Matters. (a) East Seller is an “Accredited Investor” as defined in Rule 501(afamiliar with Section 4(2) of Regulation D promulgated under the Securities Act. East agrees to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal Act and state securities laws in connection with the Stock PurchaseSEC Rule 144. The Purchased Shares that are being acquired by Seller hereunder are being and will be acquired by East for its own account itself and not for investment purposes, not as a nominee or agentother Persons, and the Shares are not being, and will not be, acquired with a view to or in connection with the public sale or public distribution of any part thereof, without prejudiceexcept to the extent permitted by the Securities Act and the Blue Sky Laws. (b) Seller understands that the Shares have not been registered under the Securities Act or any Blue Sky Laws and, howevertherefore, subject to East’s right at all times to sell cannot be resold or otherwise dispose of all or any part of the Purchased transferred unless such Shares at any time pursuant to an effective registration statement are registered under the Securities Act and applicable state securities laws, the Blue Sky Laws or under unless an exemption from such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act; and that Purchased Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. (c) East is able to . Seller further understands that it must bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment), and time. Seller has sufficient such knowledge and experience in financial and business matters so as to be that Seller is capable of evaluating the merits and risk risks of its investment in acquiring the Purchased Shares. (dc) East further understands that The certificates representing the Shares (and any certificates issued as replacements therefor) will bear a restrictive legend in substantially the form set forth below and an appropriate stop transfer order will be placed against the transfer of the share certificates with the transfer agent of the Parent Stock, such legend to be in addition to any other legends which may be required from time to time to be placed upon the certificates representing the Shares. "The securities represented by this certificate have been issued to the registered holder as a result of a transaction to which the exemption provided by Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), applied. The securities represented by this certificate have not been issued to such holder pursuant to an effective registration under the 1933 Act and may not be sold, transferred or assigned, and the issuer is not required to give effect to any attempted sale, transfer or assignment, except (i) each certificate representing Purchased Shares shall be stamped pursuant to a current or otherwise imprinted with a legend substantially in the following form or (ii) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Rand, that a then effective registration statement under the 1933 Act or applicable state securities or "blue sky" laws; (ii) in a transaction permitted by Rule 144 under the 1933 Act and as to which the issuer has received satisfactory evidence of compliance with the provisions of Rule 144 and applicable state securities and "blue sky" laws; or (iii) upon receipt of a legal opinion acceptable to the issuer to the effect that the transaction does not require registration under the 1933 Act or any state securities or "blue sky laws", or other evidence satisfactory to the issuer, that such registration is not required." (d) Seller also understands that (A) as of the date hereof, an exemption for any public sale of the Shares under SEC Rule 144 will not be available for at least two years from the date the Shares are fully paid for (which will be the Closing Date); (B) thereafter limited amounts of the Shares can be sold publicly in unsolicited brokers transactions under SEC Rule 144 if all the conditions of SEC Rule 144 are satisfied and if SEC Rule 144 is then applicable; (C) SEC Rule 144 is available only if all its conditions are satisfied and, in particular, if Parent is making current public disclosures about itself and there is a trading market for the Shares; and (D) if SEC Rule 144 is not available, then any public sales of the said shares cannot be made unless they are registered under the Securities Act is at that time or in effect compliance with respect Regulation A issued by the SEC pursuant to the legend security Securities Act or some other exemption to the registration requirements of the Securities Act. (e) Seller has access to, and has reviewed and understood, all material information, including financial statements, concerning Parent which it deems necessary or advisable in order to (i) evaluate the risks and merits of entering into this Agreement and consummating the transactions provided for in and contemplated by this Agreement and (ii) to evaluate the risks and merits of acquiring the Shares. Seller has such knowledge and experience in financial and business matters that such security can be freely transferred in a public sale without such a registration statement being in effect Seller is capable of evaluating the merits and that such transfer will not jeopardize risks of acquiring the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to EastShares.

Securities Laws Matters. (a) East Buyer agrees to prepare a Registration Statement on Form S-4 or other applicable form to be filed by Buyer with the SEC in connection with the issuance of Buyer Common Stock in the Merger (including the Proxy Statement and Prospectus and other proxy solicitation materials of the Seller constituting a part thereof. Seller shall prepare and furnish such information relating to it and its directors, officers and stockholders as may be reasonably required in connection with the above-referenced documents, and the Seller, and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. Seller agrees to cooperate with Buyer and Buyer's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. Buyer agrees to use commercially reasonable efforts to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable after the date hereof. Each of the Buyer and the Seller agrees to use commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use commercially reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is an “Accredited Investor” as defined in Rule 501(a) of Regulation D promulgated declared effective under the Securities Act. East agrees , Seller shall promptly mail, at its expense, the Proxy Statement to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with the Stock Purchase. The Purchased Shares will be acquired by East for its own account for investment purposes, not as a nominee or agent, and not with a view to or in connection with the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or any part of the Purchased Shares at any time pursuant to an effective registration statement under the Securities Act and applicable state securities laws, or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entitystockholders. (b) East understands Each of the Buyer and the Seller agrees that Purchased Shares are restricted securities within none of the meaning of Rule 144 information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act; , contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto shall, at the date(s) of mailing to stockholders and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of the Buyer and the Seller further agrees that Purchased Shares are if such party shall become aware prior to the Effective Date of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not registered false or misleading, to promptly inform the other parties thereof and must be held indefinitely unless they are subsequently registered to take the necessary steps to correct the Registration Statement or an exemption from such registration is availablethe Proxy Statement. (c) East Buyer agrees to advise the Seller, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or, to the extent Buyer is able to bear aware thereof, threat of any proceeding for any such purpose, or of any request by the economic risk SEC for the amendment or supplement of holding the Purchased Shares Registration Statement or for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Sharesadditional information. (d) East further understands that (i) each certificate representing Purchased Shares Letter from Seller's Accountants. It shall be stamped or otherwise imprinted with a legend substantially condition to the mailing of the Proxy Statement/Prospectus that the Buyer shall have received from Seller's independent accountants a "comfort" letter from such accountants, dated a date within two (2) business days before the date on which the Registration Statement shall become effective, addressed to Buyer, in form and substance reasonably satisfactory to Buyer, of the following form or (ii) kind contemplated by the Statement of Auditing Standards with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent Letters to apply a legend substantially in Underwriters promulgated by the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED American Institute of Certified Public Accountants (THE “ACT”the "AICPA Statement"), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed concerning the procedures undertaken by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Rand, that a registration statement under the Securities Act is at that time in effect Seller's independent accountants with respect to the legend security or that financial statements and information of the Seller and the Seller Bank contained in the Registration Statement and the other matters contemplated by the AICPA Statement and otherwise customary in scope and substance for letters delivered by independent public accountants in connection with transactions such security can as those contemplated by this Agreement. Prior to the Effective Time, Seller shall cause to be freely transferred delivered to Buyer a second "comfort" letter, dated as of the second business day prior to the Closing Date updating the matters covered in a public sale without the first such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to East"comfort" letter.

Securities Laws Matters. If the belief of either Citibank or Counterparty stated in sub-paragraph (a) East is an “Accredited Investor” as defined in Rule 501(aii) of Regulation D promulgated under “Agreements and Acknowledgments Regarding Shares” above changes because of a change in law or a change in interpretation or the policy of the Securities Act. East agrees and Exchange Commission or its staff, or either Citibank or Counterparty otherwise determines that in its reasonable opinion any Shares to furnish be delivered to Citibank by Counterparty may not be freely returned by Citibank to securities lenders as described under such sub-paragraph (ii), then Counterparty may elect that any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with the Stock Purchase. The Purchased Shares will delivered hereunder either be acquired by East for its own account for investment purposes, not as a nominee or agent, and not with a view to or in connection with the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or any part of the Purchased Shares at any time (x) registered pursuant to an effective registration statement covering public resale of such Shares (“Registered Shares”) or (y) issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof (“Restricted Shares”). (i) If Counterparty has elected to deliver Registered Shares, Counterparty shall have afforded Citibank and its counsel and other advisers a reasonable opportunity to conduct a due diligence investigation of Counterparty customary in scope for underwritten equity offerings, and Counterparty and Citibank shall have executed an agreement containing such terms, covenants, conditions, representations, warranties and indemnities substantially similar to such provisions that are customary for underwriting agreements in underwritten equity offerings. (ii) Delivery of Restricted Shares by Counterparty to Citibank (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Citibank. On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable either (x) the exemption pursuant to Section 4(2) of the Securities Act for the sale or deemed sale by Counterparty to Citibank (or any affiliate designated by Citibank) of the Restricted Shares or (y) the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Restricted Shares by Citibank (or any such affiliate of Citibank). Counterparty and Citibank shall execute an agreement containing customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Citibank, due diligence rights (for Citibank or any designated buyer of the Restricted Shares by Citibank), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Citibank. In the case of a delivery of Restricted Shares, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Citibank hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Citibank and may only be saleable by Citibank at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the ISDA Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Citibank to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (ii). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable. (iii) If Counterparty delivers any Restricted Shares in respect of the Transaction, Counterparty agrees that (A) such Shares may be transferred freely among Citibank and the wholly owned direct and indirect subsidiaries of Citigroup Inc. and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act and applicable state securities lawshas elapsed, Counterparty shall promptly remove, or under an exemption cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such registration available under the Securities Act Shares upon delivery by Citibank (or such affiliate of Citibank) to Counterparty or such transfer agent of seller’s and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty broker’s representation letters customarily delivered by Citibank or its affiliates in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are connection with resales of restricted securities within the meaning of pursuant to Rule 144 under the Securities Act; and that Purchased Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. (c) East is able to bear , each without any further requirement for the economic risk delivery of holding the Purchased Shares for an indefinite period (including total loss any certificate, consent, agreement, opinion of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Shares. (d) East further understands that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form or (ii) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Randnotice or any other document, that a registration statement under the Securities Act is at that time in effect with respect to the legend security any transfer tax stamps or that payment of any other amount or any other action by Citibank (or such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares affiliate of Rand Common Stock to EastCitibank).

Securities Laws Matters. (a) East Seller is an “Accredited Investor” as defined in Rule 501(a) of Regulation D promulgated under acquiring the Securities Act. East agrees to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal Share Consideration for Seller’s own account and state securities laws in connection with the Stock Purchase. The Purchased Shares Share Consideration is being, and will be be, acquired by East Seller for its own account for the purpose of investment purposes, not as a nominee or agent, and not with a view to distribution or in connection with the public sale or public distribution resale thereof. Seller has no present intention of selling, granting any part thereofparticipation in, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or distributing any part portion of the Purchased Shares at Share Consideration and does not presently have any time pursuant Contract, undertaking or arrangement with any person to an effective registration statement under the Securities Act and applicable state securities lawssell, transfer or under an exemption from grant participations to such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are restricted securities within to any third person, with respect to any of the meaning of Rule 144 under the Securities Act; and that Purchased Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. (c) East Share Consideration. Seller acknowledges it is able to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment)Share Consideration, and has sufficient such knowledge and experience in financial and or business matters so as to be that the Seller is capable of evaluating the merits and risk risks of its investment in the Purchased Shares. (d) East further Share Consideration. Without derogating from any of the rights of Seller pursuant to the Registration Rights and Lock-Up Agreement, Seller understands that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form or Share Consideration has not been, and will not be, registered under the Securities Act, (ii) the securities comprising the Share Consideration are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Seller must hold the Share Consideration indefinitely unless such shares are registered with the Securities and Exchange Commission and qualified by any applicable state authorities, or an exemption from such registration and qualification requirements is available, (iii) Purchaser Group has no obligation to register or qualify the Share Consideration and, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Share Consideration, and on requirements relating to Purchaser Group which are outside of Seller’s control, and which Purchaser Group is under no obligation and may not be able to satisfy, (iv) this offering is not intended to be part of a public offering, and that Seller will not be able to rely on the protection of Section 11 of the Securities Act and (v) the Share Consideration and any securities issued in respect to any Purchased Shares held in book entry form, Rand of or exchange for the Share Consideration shall cause its transfer agent to apply a legend substantially in bear the following form to such Purchased Shareslegend, as well as any other legends required by state or foreign securities laws: THE SECURITIES REPRESENTED HEREBY HAVE “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR UNDER THE ANY FOREIGN OR STATE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OFFERED OR OTHERWISE DISPOSED OF SOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Rand, that a registration statement under the Securities Act is at that time in effect with respect to the legend security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to EastCOMPLIANCE THEREWITH.”

Securities Laws Matters. If the belief of either Dealer or Counterparty stated in the first sentence of sub-paragraph (a) East is an “Accredited Investor” as defined in Rule 501(aii) of Regulation D promulgated under “Agreements and Acknowledgments Regarding Shares” above changes because of a change in law or a change in interpretation or the policy of the Securities Act. East agrees and Exchange Commission or its staff, or either Dealer or Counterparty otherwise determines that in its reasonable opinion any Shares to furnish be delivered to Dealer by Counterparty may not be used as described under such sub-paragraph (ii) for any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with the Stock Purchase. The Purchased reason, then Counterparty may elect that any Shares will delivered hereunder either be acquired by East for its own account for investment purposes, not as a nominee or agent, and not with a view to or in connection with the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or any part of the Purchased Shares at any time (x) registered pursuant to an effective registration statement covering public resale of such Shares (“Registered Shares”) or (y) deemed to have been delivered pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof (“Restricted Shares”). (i) If Counterparty has elected to deliver Registered Shares, Counterparty shall have afforded Dealer and its counsel and other advisers a reasonable opportunity to conduct a due diligence investigation of Counterparty customary in scope for underwritten equity offerings, and Counterparty and Dealer shall have executed an agreement containing such terms, covenants, conditions, representations, warranties and indemnities substantially similar to such provisions that are customary for underwriting agreements in underwritten equity offerings. (ii) Delivery of Restricted Shares by Counterparty to Dealer (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer. On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable either (x) the exemption pursuant to Section 4(2) of the Securities Act for the sale or deemed sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or (y) the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer). Counterparty and Dealer shall execute an agreement containing customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Dealer. In the case of delivery of Restricted Shares, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (ii). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable. (iii) If Counterparty delivers any Restricted Shares in respect of the Transaction, Counterparty agrees that (A) such Shares may be transferred freely among Dealer and the wholly owned direct and indirect subsidiaries of Dealer’s ultimate parent entity and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act and applicable state securities lawshas elapsed, Counterparty shall promptly remove, or under an exemption cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such registration available under the Securities Act Shares upon delivery by Dealer (or such affiliate of Dealer) to Counterparty or such transfer agent of seller’s and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty broker’s representation letters customarily delivered by Dealer or its affiliates in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are connection with resales of restricted securities within the meaning of pursuant to Rule 144 under the Securities Act; and that Purchased Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. (c) East is able to bear , each without any further requirement for the economic risk delivery of holding the Purchased Shares for an indefinite period (including total loss any certificate, consent, agreement, opinion of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Shares. (d) East further understands that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form or (ii) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Randnotice or any other document, that a registration statement under the Securities Act is at that time in effect with respect to the legend security any transfer tax stamps or that payment of any other amount or any other action by Dealer (or such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares affiliate of Rand Common Stock to EastDealer).

Securities Laws Matters. (a) East is an “Accredited Investor” as defined in Rule 501(a) Seller acknowledges and agrees that the shares of Regulation D promulgated Parent Common Stock comprising the Stock Consideration are "restricted securities" under the Securities Act. East agrees to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with and that the following restrictions and limitations are applicable to the Stock Purchase. The Purchased Shares will Consideration and Seller’s re-sales, pledges, hypothecations or other transfers of the Stock Consideration pursuant to the Securities Act of 1933, as amended: (a) Seller agrees that the Stock Consideration shall not be acquired by East for its own account for investment purposessold, not as a nominee or agentpledged, and not with a view to or in connection with the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell hypothecated or otherwise dispose of all or any part of the Purchased Shares at any time pursuant to an effective registration statement transferred unless registered under the Securities Act of 1933 and applicable state securities laws, laws or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entityexempted therefrom. (b) East understands As an inducement to the parties to consummate the transactions contemplated by this Agreement, Seller will not, during the period beginning on the date that Purchased Shares are restricted is 6 months following the Closing Date and ending 12 months thereafter (the "Lock Up Period") (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option, or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the shares comprising the Stock Consideration or any securities within convertible into or exercisable or exchangeable for the meaning shares comprising the Stock Consideration (including, without limitation, the shares comprising the Stock Consideration which may be deemed to be beneficially owned by Seller in accordance with the rules and regulations of Rule 144 under the Securities Act; and Exchange Commission) or (2) enter into any swap or other agreement that Purchased Shares are transfers, in whole or in part, any of the economic consequence of ownership of the shares comprising the Stock Consideration, whether any such transaction described in (1) or (2) is to be settled by delivery of any of the shares comprising the Stock Consideration or such other securities. Notwithstanding the foregoing, Parent hereby agrees to release the restrictions in this paragraph for any transaction described in (1) or (2) for up to (but not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is availableexceeding) 1/12 of the shares comprising the Stock Consideration per month (on a non-cumulative basis) during the Lock Up Period. (c) East is able to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience A legend in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Shares. (d) East further understands that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form has been or (ii) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in will be placed on the following form to such Purchased Xxxxx Shares: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “ACT”)SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES LAWS ACT OF ANY STATES. THESE SECURITIES ARE SUBJECT 1933, AS AMENDED, UNLESS AN OPINION OF COUNSEL SATISFACTORY TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE COMPANY SHALL HAVE BEEN RECEIVED BY THE COMPANY TO THE EFFECT THAT SUCH SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN VIOLATION OF THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFEREDACT OF 1933, SOLDAS AMENDED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER, AND OTHER APPLICABLE STATE SECURITIES LAWS. ANY DISPOSITION, PURSUANT TO AN EFFECTIVE REGISTRATION GRANT OR AN EXEMPTION FROM REGISTRATION WHICH, OTHER TRANSFER OF ANY INTEREST IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDER LOCK UP AGREEMENT, DATED AS , CONTAINED IN AN ASSET ACQUISITION AGREEMENT EXECUTED BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATIONTHE RECORD HOLDER HEREOF, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. WILL BE MAILED TO ANY HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR. (d) In furtherance of the foregoing, any duly appointed transfer agent for the registration and transfer of the Stock Consideration is hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of the foregoing provisions. (e) In connection with the purchase and sale of the Stock Consideration hereunder, Seller represents and warrants to Parent that: (i) The legend set forth above shall Stock Consideration to be removed acquired by Rand from Seller pursuant to this Agreement will be acquired for Seller’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any certificate evidencing Purchased Shares upon delivery applicable state securities laws, and the Stock Consideration will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Seller is sophisticated in financial matters and is able to Rand evaluate the risks and benefits of the investment in the Parent Common Stock. (iii) Seller is able to bear the economic risk of his investment in the Stock Consideration for an opinion by counsel, reasonably satisfactory to Rand, that a registration statement indefinite period of time because the Stock Consideration has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is at that time in effect with respect available. (iv) Seller has had an opportunity to ask questions and receive answers concerning the legend security or that terms and conditions of the offering of Stock Consideration and has had sufficient access to such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to Eastother information concerning Parent has Seller has requested.

Securities Laws Matters. (a) East Seller is an “Accredited Investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. East agrees to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with the Stock Purchase. The Purchased Shares will be acquired by East for its own account for investment purposes, not as a nominee or agent, and not with a view to or in connection with the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or any part of the Purchased Shares at any time pursuant to an effective registration statement under the Securities Act and applicable state securities laws, or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act; and that Purchased Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. (c) East is able to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment), accredited investor and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating enable it to evaluate the merits and risk risks of the transactions contemplated by this Agreement or has relied for advice on a qualified purchase representative as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”). (b) Seller has been given access to information requested by Seller regarding Purchasers, including the opportunity to ask questions of and receive answers from the officers of Purchasers concerning the present and proposed activities of Purchasers and to obtain the information which Seller deems necessary or advisable in order to evaluate the merits and risks of the transactions contemplated by this Agreement, and Seller has made its own independent investigation of Purchasers and the merits and risks of the transactions contemplated by this Agreement. (c) Seller is acquiring the Common Stock comprising the Consideration Shares for its own account, for investment in purposes, and not with a view to resale or for distribution of all or any portion of the Purchased Common Stock comprising the Consideration Shares. (d) East further Seller understands that (i) each certificate the Common Stock comprising the Consideration Shares has not been, and will not be, registered under the Securities Act or under any state securities laws as of the Closing and is being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, and that the certificates representing Purchased the Common Stock comprising the Consideration Shares shall be stamped or otherwise imprinted with will bear a legend in substantially in the following form or (ii) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a as well as any other legend substantially in the following form to such Purchased Sharesthat may be required by applicable law: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATESSTATE (THE “STATE LAWS”), BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS THEREFROM. NO TRANSFER OF THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR OR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF MADE EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR STATEMENT UNDER THE SECURITIES ACT AND THE APPROPRIATE STATE LAWS, UNLESS THE ISSUER HAS RECEIVED AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE IT THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed SUCH TRANSFER DOES NOT REQUIRE SUCH REGISTRATION. (e) Seller has been given access to information requested by Rand from any certificate evidencing Purchased Shares upon delivery Seller and has had the opportunity to Rand of an opinion by counsel, reasonably satisfactory obtain additional information as desired in order to Rand, that a registration statement under evaluate the Securities Act is at that time merits and risks inherent in effect with respect to holding the legend security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock comprising the Consideration Shares. (f) Seller has not been offered the Common Stock comprising the Consideration Shares by any form of general advertising or general solicitation. (g) Seller is able to Eastbear the economic risk and lack of liquidity inherent in holding the Common Stock comprising the Consideration Shares.

Securities Laws Matters. (a) East is an “Accredited Investor” as defined in Rule 501(a) Seller acknowledges and agrees that the shares of Regulation D promulgated Parent Common Stock comprising the Stock Consideration are "restricted securities" under the Securities Act. East agrees to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with and that the following restrictions and limitations are applicable to the Stock Purchase. The Purchased Shares will Consideration and Seller’s re-sales, pledges, hypothecations or other transfers of the Stock Consideration pursuant to the Securities Act of 1933, as amended: (a) Seller agrees that the Stock Consideration shall not be acquired by East for its own account for investment purposessold, not as a nominee or agentpledged, and not with a view to or in connection with the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell hypothecated or otherwise dispose of all or any part of the Purchased Shares at any time pursuant to an effective registration statement transferred unless registered under the Securities Act of 1933 and applicable state securities laws, laws or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entityexempted therefrom. (b) East understands As an inducement to the parties to consummate the transactions contemplated by this Agreement, Seller will not, during the period beginning on the date that Purchased is 6 months following the Closing Date and ending 12 months thereafter (the "Lock Up Period") (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option, or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the shares comprising the Stock Consideration or any securities convertible into or exercisable or exchangeable for the shares comprising the Stock Consideration (including, without limitation, the Shares are restricted securities within comprising the meaning Stock Consideration which may be deemed to be beneficially owned by Seller in accordance with the rules and regulations of Rule 144 under the Securities Act; and Exchange Commission) or (2) enter into any swap or other agreement that Purchased Shares are transfers, in whole or in part, any of the economic consequence of ownership of the shares comprising the Stock Consideration, whether any such transaction described in (1) or (2) is to be settled by delivery of any of the shares comprising the Stock Consideration or such other securities. Notwithstanding the foregoing, Parent hereby agrees to release the restrictions in this paragraph for any transaction described in (1) or (2) for up to (but not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is availableexceeding) 1/12 of the shares comprising the Stock Consideration per month (on a non-cumulative basis) during the Lock Up Period. (c) East is able to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience A legend in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Shares. (d) East further understands that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form has been or (ii) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in will be placed on the following form to such Purchased Sharesshares comprising the Stock Consideration: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “ACT”)SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES LAWS ACT OF ANY STATES. THESE SECURITIES ARE SUBJECT 1933, AS AMENDED, UNLESS AN OPINION OF COUNSEL SATISFACTORY TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE COMPANY SHALL HAVE BEEN RECEIVED BY THE COMPANY TO THE EFFECT THAT SUCH SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN VIOLATION OF THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFEREDACT OF 1933, SOLDAS AMENDED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER, AND OTHER APPLICABLE STATE SECURITIES LAWS. ANY DISPOSITION, PURSUANT TO AN EFFECTIVE REGISTRATION GRANT OR AN EXEMPTION FROM REGISTRATION WHICH, OTHER TRANSFER OF ANY INTEREST IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDER LOCK UP AGREEMENT, DATED AS , CONTAINED IN AN ASSET ACQUISITION AGREEMENT EXECUTED BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATIONTHE RECORD HOLDER HEREOF, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. WILL BE MAILED TO ANY HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR. (d) In furtherance of the foregoing, any duly appointed transfer agent for the registration and transfer of the Stock Consideration is hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of the foregoing provisions. (e) In connection with the purchase and sale of the Stock Consideration hereunder, Seller represents and warrants to Parent that: (i) The legend set forth above shall Stock Consideration to be removed acquired by Rand from Seller pursuant to this Agreement will be acquired for Seller’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any certificate evidencing Purchased Shares upon delivery applicable state securities laws, and the Stock Consideration will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Seller is sophisticated in financial matters and is able to Rand evaluate the risks and benefits of the investment in the Parent Common Stock. (iii) Seller is able to bear the economic risk of his investment in the Stock Consideration for an opinion by counsel, reasonably satisfactory to Rand, that a registration statement indefinite period of time because the Stock Consideration has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is at that time in effect with respect available. (iv) Seller has had an opportunity to ask questions and receive answers concerning the legend security or that terms and conditions of the offering of Stock Consideration and has had sufficient access to such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to Eastother information concerning Parent has Seller has requested.

Securities Laws Matters. (a) East Buyer agrees to prepare a Registration Statement on Form S-4 or other applicable form to be filed by Buyer with the SEC in connection with the issuance of Buyer Common Stock in the Merger (including the Proxy Statement and Prospectus and other proxy solicitation materials of the Seller constituting a part thereof. Seller shall prepare and furnish such information relating to it and its directors, officers and stockholders as may be reasonably required in connection with the above-referenced documents, and the Seller, and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. Seller agrees to cooperate with Buyer and Buyer's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. Buyer agrees to use commercially reasonable efforts to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable after the date hereof. Each of the Buyer and the Seller agrees to use commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use commercially reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is an “Accredited Investor” as defined in Rule 501(a) of Regulation D promulgated declared effective under the Securities Act. East agrees , Seller shall promptly mail, at its expense, the Proxy Statement to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with the Stock Purchase. The Purchased Shares will be acquired by East for its own account for investment purposes, not as a nominee or agent, and not with a view to or in connection with the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or any part of the Purchased Shares at any time pursuant to an effective registration statement under the Securities Act and applicable state securities laws, or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entitystockholders. (b) East understands Each of the Buyer and the Seller agrees that Purchased Shares are restricted securities within none of the meaning of Rule 144 information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act; , contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto shall, at the date(s) of mailing to stockholders and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of the Buyer and the Seller further agrees that Purchased Shares are if such party shall become aware prior to the Effective Date of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not registered false or misleading, to promptly inform the other parties thereof and must be held indefinitely unless they are subsequently registered to take the necessary steps to correct the Registration Statement or an exemption from such registration is availablethe Proxy Statement. (c) East is able Buyer agrees to bear advise the economic risk Seller, promptly after Buyer receives notice thereof, of holding the Purchased Shares time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for an indefinite period (including total loss offering or sale in any jurisdiction, of its investment)the initiation or, and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Shares. (d) East further understands that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form or (ii) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Rand, that a registration statement under the Securities Act is at that time in effect with respect to the legend security extent Buyer is aware thereof, threat of any proceeding for any such purpose, or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize of any request by the exemption SEC for the amendment or exemptions from registration pursuant to which Rand issued supplement of the shares of Rand Common Stock to EastRegistration Statement or for additional information.

Securities Laws Matters. (a) East is an “Accredited Investor” as defined in Rule 501(a) Because of Regulation D promulgated under the exemptions from the registration requirements of the Securities Act. East agrees Act of 1933 (the "ACT") and from the qualification requirements of the California Corporate Securities Law of 1968 (the "LAW") relied upon by NHancement in issuing the Securities under Section 2, Eastern and the Shareholder represent and warrant that they: 13.1 Are aware that such Securities are highly speculative and that there can be no assurance as to furnish any additional what return, if any, there may be. 13.2 Are aware of NHancement's business affairs and financial condition and have acquired sufficient information requested by Rand about NHancement to assure compliance with applicable U.S. federal reach an informed and state securities laws in connection with the Stock Purchase. The Purchased Shares will be acquired by East for its own account knowledgeable decision to acquire such Securities. 13.3 Are each acquiring such Securities for investment purposesFOR ITS, not as a nominee or agent, HIS OR HER OWN ACCOUNT ONLY and not with a view to to, or for sale in connection with the public sale or public distribution of with, any part thereof, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or any part of the Purchased Shares at any time pursuant to an effective registration statement under the Securities Act and applicable state securities laws, or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are restricted securities "distribution" thereof within the meaning of Rule 144 the Act or the Law (except that shares of Additional Stock may be resold pursuant to and on the effectiveness of the S-3 Registration Statement referred to in Section 14 below (the "S-3"). 13.4 Except for shares of Additional Stock registered under the S-3, understand that such Securities Act; have not been registered under the Act or qualified under the Law by reason of specific exemptions therefrom, which exemptions depend upon, among other things, the bona fide nature of Eastern's and the Shareholder' investment intent as expressed herein. In this connection, Eastern and the Shareholder understand that, in the view of the SEC, the statutory basis for one exemption from the Act may not be present if their representations mean that Purchased Shares their present intentions are to hold such shares for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 13.5 Except for shares of Additional Stock registered and under the S-3, further understand that such Securities must be held indefinitely unless they are subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available, and that, except as set forth in Section 14 below, NHancement is under no obligation to effect such registration or qualification or to assure the availability of any such exemption. 13.6 Are aware of Rule 144 promulgated under the Act which permits limited public resale of the Securities if it is acquired in a non-public offering subject to the satisfaction of certain conditions, including, among other things: the availability of certain public information about the NHancement, the resale occurring not less than one (c1) East year after he or she purchased and completed payment for the Securities to be sold, the sale being made on the public market through a broker in an unsolicited "broker's transaction" or to a "market maker" and the amount of the Securities sold during any three-month period not exceeding specified limitations (generally, one percent (1%) of all Common Stock outstanding); except that such conditions need not be met by a person who is able to bear not an affiliate of the economic risk NHancement at the time of holding the Purchased Shares for an indefinite period (including total loss of its investment), sale and has sufficient knowledge and experience in financial and business matters so as not been an affiliate for the preceding three (3) months, if the Securities to be capable sold have been beneficially owned by such person for at least three (3) years prior to their sale. The Common Stock may not be publicly traded or NHancement may not be satisfying the current public information requirements of evaluating Rule 144 at the merits time Eastern or a Shareholder wishes to sell the Securities; and risk of its investment thus, they may be precluded from selling the Securities under Rule 144 even though the minimum holding period may have been satisfied. 13.7 Further understand that in the Purchased Sharesevent the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Securities; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement Securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. (d) East further understands 13.8 Except for shares of Additional Stock registered under the S-3, understand that (i) each certificate representing Purchased Shares shall the certificates evidencing the Securities will be stamped or otherwise imprinted with a legend legends in substantially in the following form or form: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT FOR THE NHANCEMENT'S OWN ACCOUNT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SALE OR OTHER DISPOSITION OF SUCH SHARES MAY BE EFFECTED WITHOUT THE (ii1) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED REGISTRATION OF SUCH SALE OR DISPOSITION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Rand, that a registration statement under the Securities Act is at that time in effect with respect to the legend security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to East.AND

Securities Laws Matters. (aA. WB QT understands that the Consent Securities have not been, nor will they be, registered under the Securities Act or any state securities laws by reason of their contemplated issuance in transactions exempt from the registration requirements of the Securities Act pursuant to Section 4(2) East is an “Accredited Investor” as defined in thereof or Rule 501(a) of Regulation D 505 or 506 promulgated under the Securities ActAct and applicable state securities laws, and that the reliance of the Company and others upon these exemptions is predicated in part upon this representation by WB QT. East agrees to furnish WB QT further understands that the Consent Securities may not be transferred or resold without (i) registration under the Securities Act and any additional information requested by Rand to assure compliance with applicable U.S. federal state securities laws, or (ii) an exemption from the requirements of the Securities Act and applicable state securities laws. WB QT also understands that any shares issuable in payment of the amount due under the Consent Fee Note will be issued without prior registration thereof under the Securities Act or applicable state securities laws in connection reliance upon Section 4(2) of the Securities Act and transactional exemptions from registration under applicable state securities laws based upon appropriate representations of WB QT. WB QT also understands that an exemption from such registration is not presently available pursuant to Rule 144 promulgated under the Securities Act by the SEC and that Quantum has not made any representation or warranties that an exemption under Rule 144 would be available at any time in the future. WB QT understands that any sales of the Consent Securities pursuant to Rule 144 can be made only in full compliance with the Stock Purchase. The Purchased Shares provisions of Rule 144. B. This Agreement is made with QB QT in reliance upon WB QT’s representation to Quantum, which by WB QT’s execution of this Agreement WB QT hereby confirms, that the Consent Securities will be acquired by East for its own account for investment purposesfor WB QT’s own account, not as a nominee or agent, and not with a view to the resale or in connection with the public sale or public distribution of any part thereof, without prejudiceand that WB QT has no present intention of selling, howevergranting any participation in, subject to East’s right at all times to sell or otherwise dispose distributing the same. By executing this Agreement, WB QT further represents that it does not have any contract, undertaking, agreement or arrangement with any third-party to sell, transfer or grant participations to such third-party or to any third-person, with respect to the Consent Securities. C. WB QT represents and warrants that it is an “accredited investor” within the meaning of all SEC Rule 501 of Regulation D promulgated under the Act, as presently in effect. WB QT further represents and warrants that it is experienced in evaluating and investing in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or any part business matters that it is capable of evaluating the merits and risks of the Purchased Shares at investment in the Consent Fee Note and shares of common stock that may be issued in payment of the amount due thereunder. D. To the extent applicable, each certificate or other document evidencing any time of the Consent Securities shall be endorsed with the legends set forth below, and WB QT covenants that, except to the extent such restrictions are waived by Quantum, WB QT shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” Quantum shall make a notation regarding the restrictions on transfer of the Consent Securities in its books and the Consent Securities shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the Securities Act and applicable state covering the securities laws, or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act; and that Purchased Shares are not registered and must to be held indefinitely unless they are subsequently registered transferred or an exemption from opinion of counsel reasonably satisfactory to the Company that such registration is available. (c) East is able to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment)not required; provided, and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Shares. (d) East further understands however, that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially Quantum will not require opinions of counsel for transactions made pursuant to Rule 144 except in the following form or unusual circumstances and (ii) Quantum will not require opinions of counsel for transfers to affiliated entities managed by the same manager or managing partner or management company, or managed by an entity controlling, controlled by or under common control with respect such manager, managing partner or management company so long as the transferor certifies in writing to Quantum that the transferor is not receiving any Purchased Shares held consideration in book entry form, Rand shall cause its connection with the transfer agent to apply a legend substantially in and so long as the following form to such Purchased Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall transferee will be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Rand, that a registration statement under the Securities Act is at that time in effect with respect subject to the legend security or that terms of these restrictions to the same extent as if such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to Easttransferee were an original Investor hereunder.

Securities Laws Matters. (a) East Seller is an “Accredited Investor” as defined in Rule 501(a) of Regulation D promulgated under acquiring the Securities Act. East agrees to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal Share Consideration for Seller’s own account and state securities laws in connection with the Stock Purchase. The Purchased Shares Share Consideration is being, and will be be, acquired by East Seller for its own account for the purpose of investment purposes, not as a nominee or agent, and not with a view to distribution or in connection with the public sale or public distribution resale thereof. Seller has no present intention of selling, granting any part thereofparticipation in, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or distributing any part portion of the Purchased Shares at Share Consideration and does not presently have any time pursuant Contract, undertaking or arrangement with any person to an effective registration statement under the Securities Act and applicable state securities lawssell, transfer or under an exemption from grant participations to such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are restricted securities within to any third person, with respect to any of the meaning of Rule 144 under the Securities Act; and that Purchased Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. (c) East Share Consideration. Seller acknowledges it is able to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment)Share Consideration, and has sufficient such knowledge and experience in financial and or business matters so as to be that the Seller is capable of evaluating the merits and risk risks of its investment in the Purchased Shares. (d) East further Share Consideration. Without derogating from any of the rights of Seller pursuant to the Registration Rights and Lock-Up Agreement, Seller understands that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form or Share Consideration has not been, and will not be, registered under the Securities Act, (ii) the securities comprising the Share Consideration are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Seller must hold the Share Consideration indefinitely unless such shares are registered with the Securities and Exchange Commission and qualified by any applicable state authorities, or an exemption from such registration and qualification requirements is available, (iii) Purchaser Group has no obligation to register or qualify the Share Consideration and, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Share Consideration, and on requirements relating to Purchaser Group which are outside of Seller’s control, and which Purchaser Group is under no obligation and may not be able to satisfy, (iv) this offering is not intended to be part of a public offering, and that Seller will not be 17 (45) able to rely on the protection of Section 11 of the Securities Act and (v) the Share Consideration and any securities issued in respect to any Purchased Shares held in book entry form, Rand of or exchange for the Share Consideration shall cause its transfer agent to apply a legend substantially in bear the following form to such Purchased Shareslegend, as well as any other legends required by state or foreign securities laws: THE SECURITIES REPRESENTED HEREBY HAVE “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR UNDER THE ANY FOREIGN OR STATE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OFFERED OR OTHERWISE DISPOSED OF SOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above shall be removed by Rand from any certificate evidencing Purchased Shares upon delivery to Rand of an opinion by counsel, reasonably satisfactory to Rand, that a registration statement under the Securities Act is at that time in effect with respect to the legend security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to EastCOMPLIANCE THEREWITH.”

Securities Laws Matters. (a) East is an “Accredited Investor” as defined in Rule 501(aEach of the MLNM Parties recognizes and understands that the shares of ILEX Stock to be issued to the Trust pursuant to this Agreement (the "Securities") of Regulation D promulgated will not be registered under the Securities Act. East agrees to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal and state Act or under the securities laws in connection with of any state (the Stock Purchase"Securities Laws"). The Purchased Shares Securities are not being so registered in reliance upon exemptions from the Securities Act and the Securities Laws which are predicated, in part, on the representations, warranties and agreements of each of the MLNM Parties contained herein. (b) Each of the MLNM Parties represents and warrants that (i) the Securities to be acquired by the Trust will be acquired by East for its own account solely for investment purposes, not as a nominee or agent, and not with a view to toward resale or redistribution in violation of the Securities Laws, (ii) in connection with the public sale or public distribution of any part thereoftransactions contemplated hereby, without prejudice, however, subject to East’s right at all times to sell or otherwise dispose of all or any part no assurances have been made concerning the future results of the Purchased Shares at any time ILEX Parties or either of them or as to the value of the Securities and (iii) the Trust is an "accredited investor" within the meaning of Regulation D promulgated by the SEC pursuant to an effective the Securities Act. Each of the MLNM Parties understands that, except as set forth in Section 10, ILEX is under no obligation to file a registration statement or to take any other action under the Securities Laws with respect to any such Securities. (c) Each of the MLNM Parties has consulted with its securities counsel in regard to the Securities Laws and is fully aware, (i) of the circumstances under which the Trust is required to hold the Securities, (ii) of the limitations on the transfer or disposition of the Securities, and (iii) that the Securities must be held indefinitely unless the transfer thereof is registered under the Securities Laws or an exemption from registration is available and (iv) that no exemption from registration is likely to become available for at least one year from the Closing Date. Each of the MLNM Parties has been advised by its securities counsel as to the provisions of Rules 144 and 145 as promulgated by the Commission under the Securities Act and has been advised of the applicable state securities laws, or under an exemption from such registration available limitations thereof. Seller acknowledges that ILEX is relying upon the truth and accuracy of the representations and warranties in this Section 4.7 by each of the MLNM Parties in consummating the transactions contemplated by this Agreement without registering the Securities under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entity. (b) East understands that Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act; and that Purchased Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. (c) East is able to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased SharesLaws. (d) East further understands that The following documents (collectively, the "SEC Documents") have been provided to or made available to the Trust: (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted the definitive proxy statement filed with a legend substantially the Commission in connection with the following form or annual meeting of stockholders of ILEX held on May 24, 2001; (ii) a copy of ILEX's Annual Report on Form 10-K for the year ended December 31, 2000; (iii) ILEX's Quarterly Reports on Form 10-Q or 10-Q/A for the quarters ended March 31 and June 30, 2001; and (iv) ILEX's current reports on Form 8-K dated February 13, February 14, February 28, April 11 and April 27, 2001, each as filed with respect the Commission under the Exchange Act. Seller has been furnished with the complete financial statements of ILEX for the fiscal years ended December 31, 1998, 1999 and 2000, respectively. Seller has been furnished with a summary description of the terms of the ILEX Stock and ILEX has made available to each of the MLNM Parties the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by this Agreement and to obtain any Purchased Shares held in book entry form, Rand shall cause its transfer agent additional information which they possess or could reasonably acquire for the purpose of verifying the accuracy of information furnished to apply a legend substantially in Seller as set forth herein or for the purpose of considering the transactions contemplated hereby. ILEX has offered to make available to each of the MLNM Parties upon request at any time all exhibits filed by ILEX with the Commission as part of any of the reports filed therewith. (e) Each of the MLNM Parties agree that the certificates representing ILEX Stock to be acquired by the Trust pursuant to this Agreement will be imprinted with the following form to such Purchased Shareslegend, the terms of which are specifically agreed to: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR UNDER THE ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATESAND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFEREDOFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO RANDTHE COUNSEL FOR THIS CORPORATION, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEEach of the MLNM Parties understands and agrees that appropriate stop transfer notations will be placed in the records of ILEX and with its transfer agent in respect of the Securities which are to be issued to the Trust pursuant to this Agreement. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, DATED AS , BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATION, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. The legend set forth above ILEX shall be removed by Rand from obligated to reissue promptly unlegended certificates and remove any certificate evidencing Purchased Shares upon delivery to Rand stop-transfer instructions at the request of the Trust if the Trust shall have obtained an opinion by counsel, of counsel at the Trust's expense (which counsel may be counsel to ILEX) reasonably satisfactory acceptable to Rand, that a registration statement under the Securities Act is at that time in effect with respect ILEX to the legend security effect that the subject Securities or that such security can a portion of the subject Securities may lawfully be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption registration, qualification or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to Eastlegend.

Securities Laws Matters. (a) East is an “Accredited Investor” as defined in Rule 501(a) Seller acknowledges and agrees that the shares of Regulation D promulgated Parent Common Stock comprising the Stock Consideration are "restricted securities" under the Securities Act. East agrees to furnish any additional information requested by Rand to assure compliance with applicable U.S. federal and state securities laws in connection with and that the following restrictions and limitations are applicable to the Stock Purchase. The Purchased Shares will Consideration and Seller’s re-sales, pledges, hypothecations or other transfers of the Stock Consideration pursuant to the Securities Act of 1933, as amended: (a) Seller agrees that the Stock Consideration shall not be acquired by East for its own account for investment purposessold, not as a nominee or agentpledged, and not with a view to or in connection with the public sale or public distribution of any part thereof, without prejudice, however, subject to East’s right at all times to sell hypothecated or otherwise dispose of all or any part of the Purchased Shares at any time pursuant to an effective registration statement transferred unless registered under the Securities Act of 1933 and applicable state securities laws, laws or under an exemption from such registration available under the Securities Act and other applicable state securities laws. East is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner, whether a natural person or entityexempted therefrom. (b) East understands As an inducement to the parties to consummate the transactions contemplated by this Agreement, Seller will not, during the period beginning on the date that Purchased Shares are restricted is 6 months following the Closing Date and ending 12 months thereafter (the "Lock Up Period") (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option, or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the shares comprising the Stock Consideration or any securities within convertible into or exercisable or exchangeable for the meaning shares comprising the Stock Consideration (including, without limitation, the shares comprising the Stock Consideration which may be deemed to be beneficially owned by Seller in accordance with the rules and regulations of Rule 144 under the Securities Act; and Exchange Commission) or (2) enter into any swap or other agreement that Purchased Shares are transfers, in whole or in part, any of the economic consequence of ownership of the shares comprising the Stock Consideration, whether any such transaction described in (1) or (2) is to be settled by delivery of any of the shares comprising the Stock Consideration or such other securities. Notwithstanding the foregoing, Parent hereby agrees to release the restrictions in this paragraph for any transaction described in (1) or (2) for up to (but not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is availableexceeding) 1/12 of the shares comprising the Stock Consideration per month (on a non-cumulative basis) during the Lock Up Period. (c) East is able to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience A legend in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Purchased Shares. (d) East further understands that (i) each certificate representing Purchased Shares shall be stamped or otherwise imprinted with a legend substantially in the following form has been or (ii) with respect to any Purchased Shares held in book entry form, Rand shall cause its transfer agent to apply a legend substantially in will be placed on the following form to such Purchased Sharesshares comprising the Stock Consideration: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “ACT”)SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES LAWS ACT OF ANY STATES. THESE SECURITIES ARE SUBJECT 1933, AS AMENDED, UNLESS AN OPINION OF COUNSEL SATISFACTORY TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE COMPANY SHALL HAVE BEEN RECEIVED BY THE COMPANY TO THE EFFECT THAT SUCH SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN VIOLATION OF THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFEREDACT OF 1933, SOLDAS AMENDED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER, AND OTHER APPLICABLE STATE SECURITIES LAWS. ANY DISPOSITION, PURSUANT TO AN EFFECTIVE REGISTRATION GRANT OR AN EXEMPTION FROM REGISTRATION WHICH, OTHER TRANSFER OF ANY INTEREST IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAND, IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDER LOCK UP AGREEMENT, DATED AS , CONTAINED IN AN ASSET ACQUISITION AGREEMENT EXECUTED BY AND BETWEEN EAST ASSET MANAGEMENT, LLC AND RAND CAPITAL CORPORATIONTHE RECORD HOLDER HEREOF, A COPY OF WHICH IS ON FILE WITH RAND CAPITAL CORPORATION. WILL BE MAILED TO ANY HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR. (d) In furtherance of the foregoing, any duly appointed transfer agent for the registration and transfer of the Stock Consideration is hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of the foregoing provisions. (e) In connection with the purchase and sale of the Stock Consideration hereunder, Seller represents and warrants to Parent that: (i) The legend set forth above shall Stock Consideration to be removed acquired by Rand from Seller pursuant to this Agreement will be acquired for Seller’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any certificate evidencing Purchased Shares upon delivery applicable state securities laws, and the Stock Consideration will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Seller is sophisticated in financial matters and is able to Rand evaluate the risks and benefits of the investment in the Parent Common Stock. (iii) Seller is able to bear the economic risk of his investment in the Stock Consideration for an opinion by counsel, reasonably satisfactory to Rand, that a registration statement indefinite period of time because the Stock Consideration has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is at that time in effect with respect available. (iv) Seller has had an opportunity to ask questions and receive answers concerning the legend security or that terms and conditions of the offering of Stock Consideration and has had sufficient access to such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Rand issued the shares of Rand Common Stock to Eastother information concerning Parent has Seller has requested.