Common use of Status of Shares to be Issued Clause in Contracts

Status of Shares to be Issued. Each Shareholder agrees, acknowledges and confirms that he or it has been advised and understands as follows: (i) Shareholder is acquiring the shares of the Buyer Stock to be issued to him or it and all the Option Shares for his or its own account and without a view to any distribution or resale thereof, other than a distribution or resale which, in the opinion of counsel for such Shareholder (which opinion shall be satisfactory in form and substance to the Buyer and its counsel), may be made without violating the registration provisions of the Securities Act, Regulation S under the Securities Act or any applicable blue sky laws. Shareholder acknowledges that the shares of the Buyer Stock and the Option Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act and have not been registered under the Securities Act or any state securities laws and therefore must be held indefinitely unless they are subsequently sold in accordance with the provisions of Regulation S and Rule 144, registered under the Securities Act or an exemption from such registration is available. In addition, Shareholder agrees not to engage in hedging transactions with respect to the Buyer Stock or the Option Shares prior to the expiration of the distribution compliance period unless in compliance with the Securities Act. (ii) There shall be endorsed on the certificates evidencing the shares of the Buyer Stock delivered at Closing and on the certificates evidencing the Option Shares a legend substantially similar to the following: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY STATE SECURITIES LAWS, AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNLESS SUCH OFFER, SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS OR ANY EXEMPTION WHICH IS AVAILABLE WITH RESPECT THERETO (SUCH EXEMPTION TO BE SUPPORTED BY AN OPINION OF COUNSEL TO THE SHAREHOLDERS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE BUYER AND ITS COUNSEL); HEDGING TRANSACTIONS INVOLVING SUCH SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH SUCH ACT." (iii) The above restrictions on the transfer of the shares of the Buyer Stock and the Option Shares will also apply to any and all shares of capital stock or other securities issued or otherwise acquired with respect to such shares, including, without limitation, shares and securities issued or acquired as a result of any stock dividend, stock split or exchange or any

Status of Shares to be Issued. Each Shareholder The Seller agrees, acknowledges and confirms that he or it she has been advised and understands as follows: (i) Shareholder 3.1.1 The Buyer is acquiring the shares of the Buyer Stock to be issued to him or it and all the Option Shares for his or its own account and without a view to any distribution or resale thereof, other than a distribution or resale which, in the opinion of counsel for such Shareholder the Seller (which opinion shall be satisfactory in form and substance to the Buyer and its counselBuyer), may be made without violating the registration provisions of the Securities Act of 1933, as amended (the "1933 Act, Regulation S under the Securities Act ") or any applicable blue sky laws. Shareholder acknowledges The Buyer and Seller acknowledge that the shares of the Buyer Stock and the Option Shares are "restricted securities" within the meaning of Rule 144 under the Securities 1933 Act and have not been registered under the Securities 1933 Act or any state securities laws and therefore thereafter must be held indefinitely unless they are subsequently sold in accordance with the provisions of Regulation S and Rule 144, registered under the Securities 1933 Act or an exemption from such registration is available. In addition, Shareholder agrees not Seller is under no obligation to engage in hedging transactions with respect to register the Buyer Stock or the Option Shares prior to the expiration shares of the distribution compliance period unless in compliance with Stock under the Securities Act.1933 Act or any state securities law or to take any action which would make available an exemption from such registration; (ii) 3.1.2 There shall be endorsed on the certificates evidencing the shares of the Buyer Stock delivered at Closing and on the certificates evidencing the Option Shares a legend substantially similar to the following: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE "RESTRICTED SECURITIES" AS DEFINED BY RULE 144 UNDER ANY STATE SECURITIES LAWS, AND SUCH THE 1933 ACT. THE SHARES MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED, PLEDGED OR TRANSFERRED UNLESS SUCH OFFER, SALE OR TRANSFER IS DISTRIBUTED IN ACCORDANCE WITH THE ABSENCE OF AN EFFECTIVE REGISTRATION REQUIREMENTS OF SUCH STATEMENT REGISTERING THE SHARES UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE REQUIRING SUCH REGISTRATION, OR ANY EXEMPTION WHICH IS AVAILABLE WITH RESPECT THERETO (SUCH EXEMPTION TO BE SUPPORTED BY IN LIEU THEREOF, AN OPINION OF COUNSEL TO THE SHAREHOLDERSCOUNSEL, IN FORM AND SUBSTANCE REASONABLY WHICH OPINION IS SATISFACTORY TO THE BUYER AND ITS COUNSEL); HEDGING TRANSACTIONS INVOLVING SUCH ISSUER OF THE SHARES, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACTS. WITHOUT LIMITING THE FOREGOING, THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH SOLD WITHIN TWELVE MONTHS AFTER THE DATE OF THIS CERTIFICATE WITHOUT AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE ISSUER, THAT SUCH ACTSALE DOES NOT VIOLATE THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, AS AMENDED, OR THE RULES AND REGULATIONS THEREUNDER." (iii) The 3.1.3 Except under certain limited circumstances, the above restrictions on the transfer of the shares of the Buyer Stock and the Option Shares will also apply to any and all shares of capital stock or other securities issued or otherwise acquired with respect to such shares, including, without limitation, shares and securities issued or acquired as a result of any stock dividend, stock split or exchange or anyany distribution of shares or securities pursuant to any corporate reorganization, reclassification or similar event; 3.1.4 Seller and its transfer agent may refuse to effect a transfer of any of the shares of the Stock by the Buyer or any of its successors, personal representatives or assigns otherwise than as contemplated hereby. 3.1.5 The Buyer hereby acknowledges and agrees that once Seller Stock becomes freely tradable, the Seller shall not trade more than twenty percent (20%) of its shares during any single quarter.

Status of Shares to be Issued. Each By their approval of this Agreement, each Shareholder agrees, acknowledges and confirms that he or it has been advised and understands as follows: (ia) Shareholder is acquiring the shares of the Buyer Prograph Stock to be issued to him or it and all the Option Shares for his or its own account and without a view to any distribution or resale thereof, other than a distribution or resale which, in the opinion of counsel for such Shareholder (which opinion shall be satisfactory in form and substance to the Buyer and its counselPrograph), may be made without violating the registration provisions of the Securities Act of 1933, as amended (the "1933 Act, Regulation S under the Securities Act ") or any applicable blue sky laws. Shareholder acknowledges that the shares of the Buyer Prograph Stock and the Option Shares are "restricted securities" within the meaning of Rule 144 under the Securities 1933 Act and have not been registered under the Securities 1933 Act or any state securities laws and therefore thereafter must be held indefinitely unless they are subsequently sold in accordance with the provisions of Regulation S and Rule 144, registered under the Securities 1933 Act and any other state acts where registration may be required before sale or an exemption from such registration is available. In addition, Shareholder agrees not Prograph is under no obligation to engage in hedging transactions with respect register the shares of Prograph Stock under the 1933 Act or any state securities law or to the Buyer Stock or the Option Shares prior to the expiration of the distribution compliance period unless in compliance with the Securities Acttake any action which would make available an exemption from such registration. (iib) There shall be endorsed on the certificates evidencing the shares of the Buyer Prograph Stock delivered at Closing and on the certificates evidencing the Option Shares a legend substantially similar to the following: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE "RESTRICTED SECURITIES" AS DEFINED BY RULE 144 UNDER ANY STATE SECURITIES LAWS, AND SUCH THE 1933 ACT. THE SHARES MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED, PLEDGED OR TRANSFERRED UNLESS DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE SHARES UNDER THE 0000 XXX XXX THE SECURITIES LAWS OF ANY STATE REQUIRING SUCH OFFERREGISTRATION, SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS OR ANY EXEMPTION WHICH IS AVAILABLE WITH RESPECT THERETO (SUCH EXEMPTION TO BE SUPPORTED BY LIEU THEREOF, AN OPINION OF COUNSEL TO THE SHAREHOLDERSCOUNSEL, IN FORM AND SUBSTANCE REASONABLY WHICH OPINION IS SATISFACTORY TO THE BUYER AND ITS COUNSEL); HEDGING TRANSACTIONS INVOLVING SUCH ISSUER OF THE SHARES, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACTS. WITHOUT LIMITING THE FOREGOING, THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH SOLD WITHIN TWELVE MONTHS AFTER THE DATE OF THIS CERTIFICATE WITHOUT AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE ISSUER, THAT SUCH ACTSALE DOES NOT VIOLATE THE PENNSYLVANIA SECURITIES ACT OF 1972 OR THE RULES AND REGULATIONS THEREUNDER." (iiic) The Except under certain limited circumstances, the above restrictions on the transfer of the shares of the Buyer Prograph Stock and the Option Shares will also apply to any and all shares of capital stock or other securities issued or otherwise acquired with respect to such shares, including, without limitation, shares and securities issued or acquired as a result of any stock dividend, stock split or exchange or anyany distribution of shares or securities pursuant to any corporate reorganization, reclassification or similar event. (d) Prograph and its transfer agent may refuse to effect a transfer of any of the shares of Prograph Stock by the Shareholders or any of their successors, personal representatives or assigns otherwise than as contemplated hereby.

Status of Shares to be Issued. Each Shareholder member of Seller Group agrees, acknowledges and confirms that he or it has been advised and understands as follows: (ia) Shareholder Seller Group is acquiring the shares of the Buyer Stock XMM Shares to be issued to him or it and all the Option Shares for his or its own account and without a view to any distribution or resale thereof, other than a distribution or resale which, in the opinion of counsel for such Shareholder Seller Group (which opinion shall be satisfactory in form and substance to the Buyer and its counselBuyer), may be made without violating the registration provisions of the Securities Act, Regulation S under the Securities 1933 Act or any applicable blue sky laws. Shareholder Seller Group acknowledges that the shares of the Buyer Stock and the Option XMM Shares are "restricted securities" within the meaning of Rule 144 under the Securities 1933 Act and have not been registered under the Securities 1933 Act or any state securities laws and therefore thereafter must be held indefinitely unless they are subsequently sold in accordance with the provisions of Regulation S and Rule 144, registered under the Securities 1933 Act or an exemption from such registration is available. In additionExcept as set forth in the Registration Rights Agreement to be delivered at Closing, Shareholder agrees not Buyer is under no obligation to engage in hedging transactions with respect register the XMM Shares under the 1933 Act or any state securities law or to the Buyer Stock or the Option Shares prior to the expiration of the distribution compliance period unless in compliance with the Securities Acttake any action which would make available an exemption from such registration. (iib) There shall be endorsed on the certificates evidencing the shares of the Buyer Stock delivered at Closing XMM Shares and on the certificates evidencing the Option Conversion Shares a legend legends substantially similar to the following, as well as any appropriate legend relating to applicable blue sky laws: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE "RESTRICTED SECURITIES" AS DEFINED BY RULE 144 UNDER ANY STATE SECURITIES LAWS, AND SUCH THE 1933 ACT. THE SHARES MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED, PLEDGED OR TRANSFERRED UNLESS SUCH OFFER, SALE OR TRANSFER IS DISTRIBUTED IN ACCORDANCE WITH THE ABSENCE OF AN EFFECTIVE REGISTRATION REQUIREMENTS OF SUCH STATEMENT REGISTERING THE SHARES UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE REQUIRING SUCH REGISTRATION, OR ANY EXEMPTION WHICH IS AVAILABLE WITH RESPECT THERETO (SUCH EXEMPTION TO BE SUPPORTED BY IN LIEU THEREOF, AN OPINION OF COUNSEL TO THE SHAREHOLDERSCOUNSEL, IN FORM AND SUBSTANCE REASONABLY WHICH OPINION IS SATISFACTORY TO THE BUYER AND ITS COUNSEL); HEDGING TRANSACTIONS INVOLVING SUCH SHARES MAY ISSUER OF THE SHARES, TO THE EFFECT THAT REGISTRATION IS NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH SUCH ACTREQUIRED UNDER SAID ACTS." (iiic) The There shall also be endorsed on the certificates evidencing the XMM Shares (other than shares of XMM Common Stock issued upon conversion of the XMM Preferred Shares) legends substantially similar to the following: "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT BY AND AMONG CROSS MEDIA MARKETING CORPORATION, JWE ENTERPRISES, INC., JWE HOLDINGS, INC. AND JASON W. ELLSWORTH, A COPY OF WHICH IS AVAILABLE FROM CROSS MEDIA MARKXXXXX XXXXXXXXXXX." (d) There shall also be endorsed on the certificates evidencing the XMM Preferred Shares (but not the Conversion Shares) legends substantially similar to the following: "THE RIGHT OR OBLIGATION OF THE ISSUER TO PURCHASE, REDEEM OR OTHERWISE ACQUIRE ALL OR ANY PORTION OF SHARES REPRESENTED BY THIS CERTIFICATE IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE SENIOR OBLIGATIONS (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT, DATED AS OF MAY 27, 2002, AMONG THE ENTITIES THERETO, WHICH INCLUDE THE ISSUER, THE HOLDER OF THIS CERTIFICATE, AND FLEET NATIONAL BANK, AS AGENT." (e) Except under certain limited circumstances, the above restrictions on the transfer of the shares of the Buyer Stock and the Option XMM Shares will also apply to any and all shares of capital stock or other securities issued or otherwise acquired with respect to such sharesShares, including, without limitation, shares and securities issued or acquired as a result of any stock dividend, stock split or exchange exchange, conversion or anyany distribution of shares or securities pursuant to any corporate reorganization, reclassification or similar event. (f) Buyer may refuse to effect a transfer of any of the XMM Shares by Seller or Holdings or any of their respective successors, personal representatives or assigns otherwise than as contemplated hereby and other than to Ellsworth.

Status of Shares to be Issued. Each Shareholder agreesand Xx. Xxxxxxx agree, acknowledges acknowledge and confirms confirm that he or it she has been advised and understands as follows: (ia) Shareholder is and Xx. Xxxxxxx are acquiring the shares of the Buyer Purchaser Stock to be issued to him or it and all the Option Shares her for his or its her own account and without a view to any distribution or resale thereof, other than a distribution or resale which, in the opinion of counsel for such Shareholder (which opinion shall be satisfactory in form and substance to the Buyer and its counsel), may be made without violating the registration provisions of the Securities Act of 1933, as amended (the "1933 Act, Regulation S under the Securities Act ") or any applicable blue sky laws. Shareholder acknowledges and Xx. Xxxxxxx acknowledge that the shares of Purchaser Stock will be, as of the Buyer Stock and the Option Shares are Closing Date, "restricted securities" within the meaning of Rule 144 under the Securities 1933 Act and will not have not been been, as of the Closing Date, registered under the Securities 1933 Act or any state securities laws and therefore thereafter must be held indefinitely unless until they are subsequently sold in accordance with the provisions of Regulation S and Rule 144registered by Purchaser, registered at Purchaser's sole cost, under the Securities 1933 Act and certain state securities acts or an exemption from such registration is available. In additionShareholder and Purchaser acknowledge that Purchaser will, Shareholder agrees not to engage as soon as practicable following the execution of this Agreement by all parties, register the stock for resale under the 1933 Act in hedging transactions accordance with respect to the Buyer Stock or the Option Shares prior to the expiration terms of the distribution compliance period unless in compliance with Registration Rights Agreement. Purchaser shall use its best efforts to secure an effective registration within 90 days from the Securities ActClosing. (iib) There shall be endorsed on the certificates evidencing the shares of the Buyer Purchaser Stock delivered at Closing and on the certificates evidencing the Option Shares a legend substantially similar to the following: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE "RESTRICTED SECURITIES" AS DEFINED BY RULE 144 UNDER ANY STATE SECURITIES LAWS, AND SUCH THE 1933 ACT. THE SHARES MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED, PLEDGED OR TRANSFERRED UNLESS SUCH OFFER, SALE OR TRANSFER IS DISTRIBUTED IN ACCORDANCE WITH THE ABSENCE OF AN EFFECTIVE REGISTRATION REQUIREMENTS OF SUCH STATEMENT REGISTERING THE SHARES UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE REQUIRING SUCH REGISTRATION, OR ANY EXEMPTION WHICH IS AVAILABLE WITH RESPECT THERETO (SUCH EXEMPTION TO BE SUPPORTED BY IN LIEU THEREOF, AN OPINION OF COUNSEL TO THE SHAREHOLDERSCOUNSEL, IN FORM AND SUBSTANCE REASONABLY WHICH OPINION IS SATISFACTORY TO THE BUYER AND ITS COUNSEL); HEDGING TRANSACTIONS INVOLVING SUCH SHARES MAY ISSUER OF THE SHARES, TO THE EFFECT THAT REGISTRATION IS NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH SUCH ACTREQUIRED UNDER SAID ACTS"." (iiic) The Except under certain limited circumstances, the above restrictions on the transfer of the shares of the Buyer Purchaser Stock and the Option Shares will also apply to any and all shares of capital stock or other securities issued or otherwise acquired with respect to such shares, including, without limitation, shares and securities issued or acquired as a result of any stock dividend, stock split or exchange or anyany distribution of shares or securities pursuant to any corporate reorganization, reclassification or similar event.

Status of Shares to be Issued. Each Summit Shareholder represents, warrants, agrees, acknowledges acknowledges, and confirms that he or it such Summit Shareholder has been advised and understands as follows: (i) 13.2.1. Such Summit Shareholder is acquiring the shares of Healthcare Common Stock included in the Buyer Stock Merger Consideration to be issued to him or it and all the Option Shares such Summit Shareholder for his or its such Summit Shareholder’s own account and without a view to any distribution or resale thereof, other than a distribution or resale which, in the opinion of counsel for such Summit Shareholder (which opinion shall be satisfactory in form and substance to the Buyer and its counselHealthcare), may be made without violating the registration provisions of the Securities Act of 1933, as amended (the “1933 Act, Regulation S under the Securities Act ”) or any applicable blue sky laws. Such Summit Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the shares of Healthcare Common Stock included in the Stock Merger Consideration acquired by such Summit Shareholder, subject to the provisions of Section 14. Such Summit Shareholder has no contract, undertaking, agreement or arrangement to sell or transfer, or grant any participation, with respect to any shares of Healthcare Common Stock included in the Merger Consideration to be acquired by such Summit Shareholder. Such Summit Shareholder acknowledges that unless and until the shares of Healthcare Common Stock included in the Buyer Stock and the Option Shares Merger Consideration are "registered pursuant to Section 14, such shares of Healthcare Common Stock are “restricted securities" ” within the meaning of Rule 144 under the Securities 1933 Act and have not been registered under the Securities 1933 Act or any state securities laws and therefore must be held indefinitely unless they are subsequently sold in accordance with the provisions of Regulation S and Rule 144, registered under the Securities 1933 Act or an exemption from such registration is available. In addition, Shareholder agrees not to engage in hedging transactions with respect to the Buyer Stock or the Option Shares prior to the expiration of the distribution compliance period unless in compliance with the Securities Act. (ii) There 13.2.2. At the Closing, there shall be endorsed on the certificates evidencing the shares of Healthcare Common Stock included in the Buyer Stock Merger Consideration delivered at Closing and on the certificates evidencing the Option Shares a legend substantially similar to the following: "“THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE “RESTRICTED SECURITIES” AS DEFINED BY RULE 144 UNDER ANY STATE SECURITIES LAWS, AND SUCH THE 1933 ACT. THE SHARES MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED, PLEDGED OR TRANSFERRED UNLESS SUCH OFFER, SALE OR TRANSFER IS DISTRIBUTED IN ACCORDANCE WITH THE ABSENCE OF AN EFFECTIVE REGISTRATION REQUIREMENTS OF SUCH STATEMENT REGISTERING THE SHARES UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE REQUIRING SUCH REGISTRATION, OR ANY EXEMPTION WHICH IS AVAILABLE WITH RESPECT THERETO (SUCH EXEMPTION TO BE SUPPORTED BY IN LIEU THEREOF, AN OPINION OF COUNSEL TO THE SHAREHOLDERSCOUNSEL, IN FORM AND SUBSTANCE REASONABLY WHICH OPINION IS SATISFACTORY TO THE BUYER AND ITS COUNSEL); HEDGING TRANSACTIONS INVOLVING SUCH SHARES MAY ISSUER OF THE SHARES, TO THE EFFECT THAT REGISTRATION IS NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH SUCH ACTREQUIRED UNDER SAID ACTS." (iii) The 13.2.3. Except under certain limited circumstances, the above restrictions on the transfer of the shares of Healthcare Common Stock included in the Buyer Stock and the Option Shares Merger Consideration will also apply to any and all shares of capital stock or other securities of Healthcare issued or otherwise acquired with respect to such shares, including, without limitation, shares and securities issued or acquired as a result of any stock dividend, stock split or exchange or anyany distribution of shares or securities pursuant to any corporate reorganization, reclassification or similar event of Healthcare. 13.2.4. Healthcare and its transfer agent may refuse to effect a transfer of any of the shares of Healthcare Common Stock included in the Stock Merger Consideration by the Summit Shareholders or any of their successors, personal representatives or assigns in violation of the provisions of this Section 13.

Status of Shares to be Issued. Each Shareholder agrees, acknowledges and confirms that he or it she has been advised and understands as follows: (i) i. Shareholder is acquiring the shares of the Buyer Stock to be issued to him or it and all the Option Shares her for his or its her own account and without a view to any distribution or resale thereof, other than a distribution or resale which, in the opinion of counsel for such Shareholder (which opinion shall be satisfactory in form and substance to the Buyer and its counselBuyer), may be made without violating the registration provisions of the Securities Act of 1933, as amended (the "1933 Act, Regulation S under the Securities Act ") or any applicable blue sky laws. Shareholder acknowledges that the shares of the Buyer Stock and the Option Shares are "restricted securities" within the meaning of Rule 144 under the Securities 1933 Act and have not been registered under the Securities 1933 Act or any state securities laws and therefore thereafter must be held indefinitely unless they are subsequently sold in accordance with the provisions of Regulation S and Rule 144, registered under the Securities 1933 Act or an exemption from SILK/CAPITAL EQUITIES STOCK PURCHASE AGREEMENT 24 OF 35 such registration is available. In addition, Shareholder agrees not Buyer is under no obligation to engage in hedging transactions with respect to register the shares of Buyer Stock under the 1933 Act or the Option Shares prior any state securities law or to the expiration of the distribution compliance period unless in compliance with the Securities Act.take any action which would make available an exemption from such registration; (ii) . There shall be endorsed on the certificates evidencing the shares of the Buyer Stock delivered at Closing and on the certificates evidencing the Option Shares a legend substantially similar to the following: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS AMENDED OR DEFINED BY RULE 144 UNDER ANY STATE SECURITIES LAWS, AND SUCH THE ACT. THE SHARES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH OFFEREXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS AVAILABILITY OF SUCH ACT AND LAWS OR ANY EXEMPTION WHICH IS AVAILABLE WITH RESPECT THERETO (SUCH EXEMPTION TO BE SUPPORTED BY AN OPINION OF COUNSEL ESTABLISHED TO THE SHAREHOLDERS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO SATISFACTION OF THE BUYER AND ITS COUNSEL); HEDGING TRANSACTIONS INVOLVING SUCH SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH SUCH ACTCOMPANY." (iii) The . Except under certain limited circumstances, the above restrictions on the transfer of the shares of the Buyer Stock and the Option Shares will also apply to any and all shares of capital stock or other securities issued or otherwise acquired with respect to such shares, including, without limitation, shares and securities issued or acquired as a result of any stock dividend, stock split or exchange or anyany distribution of shares or securities pursuant to any corporate reorganization, reclassification or similar event; iv. Buyer and its transfer agent may refuse to effect a transfer of any of the shares of Buyer Stock by the Shareholders or any of their successors, personal representatives or assigns otherwise than as contemplated hereby.