Common use of Stock Issuance Clause in Contracts

Stock Issuance. (a) The Company shall issue the Award Shares in book entry form, registered in your name with notations regarding the applicable restrictions on transfer imposed under this Agreement; provided, however, that the Company may, in its discretion, elect to issue such shares in certificate form as provided below. (b) Any certificates representing the Award Shares that may be delivered to you by the Company prior to vesting shall be redelivered to the Company to be held by the Company until the restrictions on such Award Shares have lapsed and the Award Shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear a legend as contemplated by this Section 5. (c) Promptly after the vesting of the Award Shares pursuant to this Agreement, the Company shall, as applicable, either remove the notations on any shares issued in book entry form which have vested or deliver to you a certificate or certificates evidencing the number of Award Shares which have vested. (d) If the Company elects to issue you certificates, you shall be required to execute a stock power, in the form attached as Exhibit A, with respect to the Award Shares. The Company shall not deliver any certificates in accordance with this Agreement unless and until the Company shall have received such stock power executed by you. You, by acceptance of this award, shall be deemed to appoint, and you do so appoint by execution of this Agreement, the Company and each of its authorized representatives as your attorney(s)-in-fact to effect any transfer of unvested forfeited Award Shares (or Award Shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer. (e) Until the Award Shares become vested, any share certificates or book entry positions representing such shares will include a legend to the effect that you may sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares and the Award Shares are subject to the provisions of this Agreement and the Plan.

Stock Issuance. (a) The Company shall issue the Award Shares in book entry form, registered in your the name of the Participant with notations regarding the applicable restrictions on transfer imposed under this Agreement; provided, however, that the Company may, in its discretion, elect to issue such shares in certificate form as provided below. (b) Any certificates representing the Award Shares that may be delivered to you the Participant by the Company prior to vesting shall be redelivered to the Company to be held by the Company until the restrictions on such Award Shares have lapsed and the Award Shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear a legend as contemplated by this Section 54. (c) Promptly after the vesting of the Award Shares pursuant to this AgreementSection 2, the Company shall, as applicable, either remove the notations on any shares issued in book entry form which have vested or deliver to you the Participant a certificate or certificates evidencing the number of Award Shares which have vested. The Participant shall deliver to the Company any representations or other documents required by this Agreement or the Plan. (d) If the Company elects to issue you certificatescertificates to the Participant, you the Participant shall be required to execute a stock power, in the form attached as Exhibit A, with respect to the Award Shares. The Company shall not deliver any certificates in accordance with this Agreement unless and until the Company shall have received such stock power executed by youthe Participant. YouThe Participant, by acceptance of this award, shall be deemed to appoint, and you do does so appoint by execution of this Agreement, the Company and each of its authorized representatives as your the Participant’s attorney(s)-in-fact to effect any transfer of unvested forfeited Award Shares (or Award Shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer. (e) Until the Award Shares become vested, any share certificates or book entry positions representing such shares will include a legend to the effect that you may sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares and the Award Shares are subject to the provisions of this Agreement and the Plan.

Stock Issuance. (a) The Company shall issue cause to be issued certificates representing any shares of Stock earned hereunder in the Award Shares name of Participant (or the estate or beneficiary of Participant in book entry formthe event of Participant’s prior death) as promptly as practicable after the Certification Date, registered but in your name with notations regarding no event later than March 15th of the applicable restrictions calendar year after the calendar year in which the Performance Period ends; provided however, that, if the shares of Stock are earned pursuant to Paragraph 2(c), then the certificates shall be issued on transfer imposed the effective date of the Change in Control. No fraction of a share of Stock shall be issued by the Company under this Agreement; providedrather, however, the total number of shares of Stock that would otherwise be issued hereunder shall be rounded up to the next whole share of Stock. Unless and until a certificate or certificates representing such shares of Stock shall have been issued by the Company mayto Participant, Participant (or the estate or beneficiary of Participant in its discretionthe event of Participant’s prior death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares of Stock that may be, elect to issue such shares in certificate form as provided belowor have been, earned under this Agreement. (b) Any certificates representing The Company has registered or intends to register for issuance under the Award Shares Securities Act of 1933, as amended (the “Act”), the shares of Stock that may be delivered earned under this Agreement, and intends to you keep such registration effective until the Committee shall make its determination under Paragraph 2(a). In the absence of such effective registration or an available exemption from registration under the Act, issuance of shares of Stock earned under this Agreement will be delayed until registration of such shares is effective or an exemption from registration under the Act is available. The Company intends to use its reasonable best efforts to insure that no delay will occur. If an exemption from registration under the Act is available and necessary upon issuance of shares of Stock earned hereunder, Participant (or the estate or beneficiary of Participant in the event of Participant’s prior death), if requested by the Company prior to vesting shall be redelivered do so, will execute and deliver to the Company to be held by in writing an agreement containing such provisions as the Company until the restrictions on such Award Shares have lapsed and the Award Shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear a legend as contemplated by this Section 5may require to assure compliance with applicable securities laws. (c) Promptly after Participant agrees that the vesting shares of Stock acquired hereunder will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws. Participant also agrees that (i) the certificates representing the shares of Stock earned under this Agreement may bear such legend or legends as the Administrator of the Award Shares pursuant Plan deems appropriate in order to this Agreementassure compliance with applicable securities laws, (ii) the Company shall, as applicable, either remove may refuse to register the notations transfer of the share of Stock earned under this Agreement on any shares issued in book entry form which have vested or deliver to you a certificate or certificates evidencing the number transfer records of Award Shares which have vested. (d) If the Company elects to issue you certificates, you shall be required to execute a stock powerif such proposed transfer would, in the form attached as Exhibit A, with respect opinion of counsel satisfactory to the Award Shares. The Company shall not deliver Company, constitute a violation of any certificates in accordance with this Agreement unless applicable securities law and until (iii) the Company shall have received such stock power executed by you. Youmay give related instructions to its transfer agent, by acceptance if any, to stop registration of this award, shall be deemed to appoint, and you do so appoint by execution the transfer of the shares of Stock earned under this Agreement, the Company and each of its authorized representatives as your attorney(s)-in-fact to effect any transfer of unvested forfeited Award Shares (or Award Shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer. (e) Until the Award Shares become vested, any share certificates or book entry positions representing such shares will include a legend to the effect that you may sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares and the Award Shares are subject to the provisions of this Agreement and the Plan.

Stock Issuance. (a) The Company shall issue the Award Shares in book entry form, registered in your the name of the Participant with notations regarding the applicable restrictions on transfer imposed under this Agreement; provided, however, that the Company may, in its discretion, elect to issue such shares in certificate form as provided below. (b) Any certificates representing the Award Shares that may be delivered to you the Participant by the Company prior to vesting shall be redelivered to the Company to be held by the Company until the restrictions on such Award Shares have lapsed and the Award Shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear a legend as contemplated by this Section 5. (c) Promptly after the vesting of the Award Shares pursuant to this AgreementSection 2, the Company shall, as applicable, either remove the notations on any shares issued in book entry form which have vested or deliver to you the Participant a certificate or certificates evidencing the number of Award Shares which have vested. The Participant shall deliver to the Company any representations or other documents required by this Agreement or the Plan. (d) If the Company elects to issue you certificatescertificates to the Participant, you the Participant shall be required to execute a stock power, in the form attached as Exhibit A, with respect to the Award Shares. The Company shall not deliver any certificates in accordance with this Agreement unless and until the Company shall have received such stock power executed by youthe Participant. YouThe Participant, by acceptance of this award, shall be deemed to appoint, and you do does so appoint by execution of this Agreement, the Company and each of its authorized representatives as your the Participant’s attorney(s)-in-fact to effect any transfer of unvested forfeited Award Shares (or Award Shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer. (e) Until the Award Shares become vested, any share certificates or book entry positions representing such shares will include a legend to the effect that you may sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares and the Award Shares are subject to the provisions of this Agreement and the Plan.

Stock Issuance. (a) The Company shall issue cause to be issued certificates representing any shares of Stock earned hereunder in the Award Shares name of Participant (or the estate or beneficiary of Participant in book entry formthe event of Participant’s prior death) as promptly as practicable after the Certification Date, registered but in your name with notations regarding no event later than April 15th of the applicable restrictions calendar year after the calendar year in which the Performance Period ends; provided however, that, if the shares of Stock are earned pursuant to Paragraph 2(c), then the certificates shall be issued on transfer imposed the effective date of the Change in Control. No fraction of a share of Stock shall be issued by the Company under this Agreement; rather, the total number of shares of Stock that would otherwise be issued hereunder shall be rounded up to the next whole share of Stock. Unless and until a certificate or certificates representing such shares of Stock shall have been issued by the Company to Participant, Participant (or the estate or beneficiary of Participant in the event of Participant’s prior death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares of Stock that may be, or have been, earned under this Agreement. The shares of Stock so issued under this Agreement and the Plan shall be issued in Participant’s name and subject to all the terms, conditions and restrictions set forth in the Plan and this Agreement pursuant to which Participant shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s Stock shall be subject to the Forfeiture Restrictions). Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired and a breach of the terms of this Agreement by Participant shall cause a forfeiture of the Restricted Shares. Each certificate representing Restricted Shares shall be conspicuously endorsed as follows: The sale, assignment, pledge or other transfer of the shares of Common Stock evidenced by this certificate is prohibited by the terms and conditions of a Restricted Stock Agreement, a copy of which is attached hereto and incorporated herein, and such shares may not be sold, assigned, pledged or otherwise transferred except as provided in such agreement. The Company may require Participant to execute and deliver to the Company a stock power in blank with respect to the Restricted Shares and may, in its sole discretion, elect determine to issue such shares in certificate form as provided below. (b) Any certificates representing the Award Shares that may be delivered to you retain, directly or through a depositary designated by the Company prior to vesting shall be redelivered to the Company to be held by the Company until the restrictions on such Award Shares have lapsed and the Award Shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear a legend as contemplated by this Section 5. (c) Promptly after the vesting Company, possession of the Award Shares pursuant to this Agreement, the Company shall, as applicable, either remove the notations on any certificates for shares issued in book entry form which have vested or deliver to you a certificate or certificates evidencing the number of Award Shares which have vested. (d) If the Company elects to issue you certificates, you shall be required to execute a stock power, in the form attached as Exhibit A, with respect to which the Award SharesForfeiture Restrictions have not lapsed. The Company shall not deliver any certificates have the right, in accordance with this Agreement unless and until the Company shall have received its sole discretion, to exercise such stock power executed by you. You, by acceptance of this award, shall be deemed to appoint, and you do so appoint by execution of this Agreement, in the event that the Company and each of its authorized representatives as your attorney(s)-in-fact becomes entitled to effect any transfer of unvested forfeited Award Shares (or Award Shares otherwise reacquired by the Company hereunder) to the Company as may be required shares pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer. (e) Until the Award Shares become vested, any share certificates or book entry positions representing such shares will include a legend to the effect that you may sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares and the Award Shares are subject to the provisions of this Agreement Paragraph 3 as a result of a termination of Participant’s employment with the Company. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which Participant is a party) in the name of Participant in exchange for the certificate evidencing the Restricted Shares. However, the Company, in its sole discretion, may elect to deliver the certificate either in certificate form or electronically to a brokerage account established for Participant’s benefit at a brokerage/financial institution selected by the Company. Participant agrees to complete and sign any documents and take additional action that the PlanCompany may request to enable it to deliver the shares on Participant’s behalf.

Stock Issuance. (a) The Company 7.1 As further consideration to Code to enter into this Agreement and in reliance on the representations and warranties of Code set forth in the Subscription Agreement described in paragraph 7.2 below, NuWay shall issue to Code 15,515,913 shares of NuWay’s Common Stock (the Award Shares in book entry form“Code Stock”), registered in your name with notations regarding which will amount to 19.9% of the applicable restrictions on transfer imposed under this Agreement; providedCommon Stock of NuWay issued and outstanding immediately following the issuance of the Code Stock. Upon issuance, howeverthe Code Stock will be duly authorized, that validly issued, fully paid and nonassessable. Certificates representing shares of the Company may, in its discretion, elect to issue such shares in certificate form as provided below. (b) Any certificates representing the Award Shares that may be delivered to you by the Company prior to vesting shall be redelivered to the Company to be held by the Company until the restrictions on such Award Shares have lapsed and the Award Shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates Code Stock shall bear a legend as contemplated by this Section 5in the following form: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWS. (c) Promptly after the vesting of the Award Shares pursuant to this Agreement, the Company shall, as applicable, either remove the notations on any shares issued in book entry form which have vested or 7.2 Code shall execute and deliver to you NuWay a certificate or certificates evidencing the number of Award Shares which have vested. (d) If the Company elects to issue you certificates, you shall be required to execute a stock power, subscription agreement in the form of Annex B attached as Exhibit A, with respect to hereto (the Award Shares. The Company shall not deliver any certificates in accordance with this Agreement unless and until the Company shall have received such stock power executed by you. You, by acceptance of this award, shall be deemed to appoint, and you do so appoint by execution of this “Subscription Agreement, the Company and each of its authorized representatives as your attorney(s)-in-fact to effect any transfer of unvested forfeited Award Shares (or Award Shares otherwise reacquired by the Company hereunder”) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer. (e) Until the Award Shares become vested, any share certificates or book entry positions representing such shares will include a legend to the effect that you may sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares and the Award Shares are subject to the provisions of which are incorporated herein by this Agreement and the Planreference.

Stock Issuance. As soon as practicable after the Record Date: (ai) The Company Licensee shall issue deliver to the Award Shares in book entry formLicensor a number of shares of Licensee’s common stock, registered in your name with notations regarding the applicable restrictions on transfer imposed under this Agreement; provided, howeverpar value $0.01 per share, that the Company mayshall, in its discretionimmediately after issuance, elect be equal to issue such 9.90% of Licensee’s then outstanding shares in certificate form as provided belowof common stock. No fractional shares shall be issued, and any resulting fractional shares of Licensee’s common stock shall be cancelled. (bii) Any The Record Date may be postponed, to the minimum amount necessary, to comply with the requirements of Rule 10b-17 of the Securities Exchange Act of 1934. (iii) The parties understand and agree that shares of Licensee’s common stock transferred pursuant to Section 4.3(i) of this Agreement (the ‘Shares”) have not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws and are being transferred to the Licensor in reliance upon specific exemptions from the registration requirements of federal and state securities laws. Licensor covenants and agrees that it shall not transfer any of the Shares in a transaction that is not registered under the Securities Act, unless an exemption from registration and qualification requirements is available under the Securities Act and applicable state securities laws and the Licensee has received an opinion of counsel satisfactory to it stating that such registration and qualification is not required. Licensor understands that certificates representing the Award Shares that may will be delivered to you by the Company prior to vesting shall be redelivered to the Company to be held by the Company until the restrictions on such Award Shares have lapsed and the Award Shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear endorsed with a legend as contemplated by this Section 5. (c) Promptly after the vesting of the Award Shares pursuant to this Agreementlegend, the Company shall, as applicable, either remove the notations on any shares issued in book entry form which have vested or deliver to you a certificate or certificates evidencing the number of Award Shares which have vested. (d) If the Company elects to issue you certificates, you shall be required to execute a stock power, in the form attached as Exhibit A, with respect to the Award Shares. The Company shall not deliver any certificates in accordance with this Agreement unless and until the Company shall have received such stock power executed by you. You, by acceptance of this award, shall be deemed to appoint, and you do so appoint by execution of this Agreement, the Company and each of its authorized representatives as your attorney(s)-in-fact to effect any transfer of unvested forfeited Award Shares (or Award Shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection together with any such transferother legends reasonably required by counsel for the Company, stating the following: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. (e) Until the Award Shares become vested, any share certificates or book entry positions representing such shares will include a legend to the effect that you may sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares and the Award Shares are subject to the provisions of this Agreement and the Plan.”

Stock Issuance. (a) The Company shall issue cause to be issued certificates representing any shares of Stock earned hereunder in the Award Shares name of Participant (or the estate or beneficiary of Participant in book entry formthe event of Participant’s prior death) as promptly as practicable after the Certification Date, registered but in your name with notations regarding no event later than April 15th of the applicable restrictions calendar year after the calendar year in which the Performance Period ends; provided however, that, if the shares of Stock are earned pursuant to Paragraph 2(c), then the certificates shall be issued on transfer imposed the effective date of the Change in Control. No fraction of a share of Stock shall be issued by the Company under this Agreement; providedrather, however, the total number of shares of Stock that would otherwise be issued hereunder shall be rounded up to the next whole share of Stock. Unless and until a certificate or certificates representing such shares of Stock shall have been issued by the Company mayto Participant, Participant (or the estate or beneficiary of Participant in its discretionthe event of Participant’s prior death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares of Stock that may be, elect to issue such shares in certificate form as provided belowor have been, earned under this Agreement. (b) Any certificates representing The Company has registered or intends to register for issuance under the Award Shares Securities Act of 1933, as amended (the “Act”), the shares of Stock that may be delivered earned under this Agreement, and intends to you keep such registration effective until the Committee shall make its determination under Paragraph 2(a). In the absence of such effective registration or an available exemption from registration under the Act, issuance of shares of Stock earned under this Agreement will be delayed until registration of such shares is effective or an exemption from registration under the Act is available. The Company intends to use its reasonable best efforts to insure that no delay will occur. If an exemption from registration under the Act is available and necessary upon issuance of shares of Stock earned hereunder, Participant (or the estate or beneficiary of Participant in the event of Participant’s prior death), if requested by the Company prior to vesting shall be redelivered do so, will execute and deliver to the Company to be held by in writing an agreement containing such provisions as the Company until the restrictions on such Award Shares have lapsed and the Award Shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear a legend as contemplated by this Section 5may require to assure compliance with applicable securities laws. (c) Promptly after Participant agrees that the vesting shares of Stock acquired hereunder will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws. Participant also agrees that (i) the certificates representing the shares of Stock earned under this Agreement may bear such legend or legends as the Administrator of the Award Shares pursuant Plan deems appropriate in order to this Agreementassure compliance with applicable securities laws, (ii) the Company shall, as applicable, either remove may refuse to register the notations transfer of the share of Stock earned under this Agreement on any shares issued in book entry form which have vested or deliver to you a certificate or certificates evidencing the number transfer records of Award Shares which have vested. (d) If the Company elects to issue you certificates, you shall be required to execute a stock powerif such proposed transfer would, in the form attached as Exhibit A, with respect opinion of counsel satisfactory to the Award Shares. The Company shall not deliver Company, constitute a violation of any certificates in accordance with this Agreement unless applicable securities law and until (iii) the Company shall have received such stock power executed by you. Youmay give related instructions to its transfer agent, by acceptance if any, to stop registration of this award, shall be deemed to appoint, and you do so appoint by execution the transfer of the shares of Stock earned under this Agreement, the Company and each of its authorized representatives as your attorney(s)-in-fact to effect any transfer of unvested forfeited Award Shares (or Award Shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer. (e) Until the Award Shares become vested, any share certificates or book entry positions representing such shares will include a legend to the effect that you may sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares and the Award Shares are subject to the provisions of this Agreement and the Plan.

Stock Issuance. (a) At the Closing, NewCo shall cause its transfer agent to deliver to the members of Seller stock certificates evidencing either (i) if the Stockholder Approval has been obtained prior to the Closing Date, an aggregate of 21,600,000 share of NewCo Common Stock or (ii) if the Stockholder Approval has not been obtained prior to the Closing Date, an aggregate of 216,000 shares of NewCo Series C Preferred Stock, convertible into 21,600,000 Conversion Shares. The Company shall issue Stock Payment Shares issuable pursuant to clause (i) or (ii) of the Award Shares foregoing sentence, as the case may be, are referred to collectively as the “Closing Date Shares” in book entry form, registered in your name with notations regarding the applicable restrictions on transfer imposed under this Agreement; provided. The Closing Date Shares shall be allocated among the members of the Seller pursuant to written instructions provided by Seller at least three (3) business days prior to the Closing Date, however, that subject in each case to the Company may, provision by such member of customary “accredited investor” and other securities law representations in its discretion, elect a form reasonably satisfactory to issue such shares in certificate form as provided belowNewCo (the “Securities Law Representations”). (b) Any certificates representing At the Award Shares that may be delivered Closing, NewCo shall cause its transfer agent to you by issue a stock certificate evidencing either (i) if the Company Stockholder Approval has been obtained prior to vesting shall be redelivered the Closing Date, an aggregate of 5,400,000 shares of NewCo Common Stock or (ii) if the Stockholder Approval has not been obtained prior to the Company Closing Date, an aggregate of 54,000 shares of NewCo Series C Preferred Stock, convertible into 5,400,000 Conversion Shares. The Stock Payment Shares issuable pursuant to clause (i) or (ii) of the foregoing sentence, as the case may be, are referred to collectively as the “Stock Holdback Shares” in this Agreement. The stock certificate evidencing the Stock Holdback Shares shall be held by Seller’s transfer agent pursuant to an escrow agreement (the Company until the restrictions on such Award Shares have lapsed “Escrow Agreement”) in form and the Award substance reasonably acceptable to Seller, NewCo and NewCo’s transfer agent.1 The Stock Holdback Shares shall thereby have become vested or serve as the shares represented thereby have been forfeited hereunder. Such certificates shall bear a legend as contemplated by this Section 5sole source of recovery for any indemnification claims pursuant to Article XIV. (c) Promptly after Stock Payment Shares equivalent to 8,342,000 shares of NewCo Common Stock (whether in the vesting form of the Award Shares pursuant to this AgreementNewCo Common Stock, the Company shallNewCo Series C Preferred Stock or Conversion Shares, as applicablethe case may be), either remove in each case distributed or distributable to Xx. Xxxxxxx, shall be subject to a Restriction Agreement in the notations on any shares issued in book entry form which have vested or deliver to you a certificate or certificates evidencing attached hereto as Exhibit D (the number of Award Shares which have vested“Stock Restriction Agreement”). (d) If the Company elects to issue you certificates, you shall be required to execute or NewCo sets a stock power, in the form attached as Exhibit A, with respect record date prior to the Award Shares. The Company Closing Date for any stock dividend, stock split, reverse stock split, recapitalization or other similar transaction (a “Recapitalization”), the Stock Payment Shares referred in this Section 4.3 shall not deliver any certificates in accordance with this Agreement unless mean the number and until the Company shall type of shares that would have received had Seller been an actual holder of the Stock Payment Shares as of such stock power executed by you. You, by acceptance of this award, shall be deemed to appoint, and you do so appoint by execution of this Agreement, the Company and each of its authorized representatives as your attorney(s)-in-fact to effect any transfer of unvested forfeited Award Shares (or Award Shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transferrecord date. (e) Until the Award Shares become vested, any share certificates or book entry positions representing such shares will include a legend to the effect that you may sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares and the Award Shares are subject to the provisions of this Agreement and the Plan.

Stock Issuance. (a) At the Closing, NewCo shall cause its transfer agent to deliver to the members of Seller stock certificates evidencing either (i) if the Stockholder Approval has been obtained prior to the Closing Date, an aggregate of 21,600,000 share of NewCo Common Stock or (ii) if the Stockholder Approval has not been obtained prior to the Closing Date, an aggregate of 216,000 shares of NewCo Series C Preferred Stock, convertible into 21,600,000 Conversion Shares. The Company shall issue Stock Payment Shares issuable pursuant to clause (i) or (ii) of the Award Shares foregoing sentence, as the case may be, are referred to collectively as the “Closing Date Shares” in book entry form, registered in your name with notations regarding the applicable restrictions on transfer imposed under this Agreement; provided. The Closing Date Shares shall be allocated among the members of the Seller pursuant to written instructions provided by Seller at least three (3) business days prior to the Closing Date, however, that subject in each case to the Company may, provision by such member of customary “accredited investor” and other securities law representations in its discretion, elect a form reasonably satisfactory to issue such shares in certificate form as provided belowNewCo (the “Securities Law Representations”). (b) Any certificates representing At the Award Shares that may be delivered Closing, NewCo shall cause its transfer agent to you by issue a stock certificate evidencing either (i) if the Company Stockholder Approval has been obtained prior to vesting shall be redelivered the Closing Date, an aggregate of 5,400,000 shares of NewCo Common Stock or (ii) if the Stockholder Approval has not been obtained prior to the Company Closing Date, an aggregate of 54,000 shares of NewCo Series C Preferred Stock, convertible into 5,400,000 Conversion Shares. The Stock Payment Shares issuable pursuant to clause (i) or (ii) of the foregoing sentence, as the case may be, are referred to collectively as the “Stock Holdback Shares” in this Agreement. The stock certificate evidencing the Stock Holdback Shares shall be held by Xxxxxx’s transfer agent pursuant to an escrow agreement (the Company until the restrictions on such Award Shares have lapsed “Escrow Agreement”) in form and the Award substance reasonably acceptable to Seller, NewCo and NewCo’s transfer agent.1 The Stock Holdback Shares shall thereby have become vested or serve as the shares represented thereby have been forfeited hereunder. Such certificates shall bear a legend as contemplated by this Section 5sole source of recovery for any indemnification claims pursuant to Article XIV. (c) Promptly after Stock Payment Shares equivalent to 8,342,000 shares of NewCo Common Stock (whether in the vesting form of the Award Shares pursuant to this AgreementNewCo Common Stock, the Company shallNewCo Series C Preferred Stock or Conversion Shares, as applicablethe case may be), either remove in each case distributed or distributable to Xx. Xxxxxxx, shall be subject to a Restriction Agreement in the notations on any shares issued in book entry form which have vested or deliver to you a certificate or certificates evidencing attached hereto as Exhibit D (the number of Award Shares which have vested“Stock Restriction Agreement”). (d) If the Company elects to issue you certificates, you shall be required to execute or NewCo sets a stock power, in the form attached as Exhibit A, with respect record date prior to the Award Shares. The Company Closing Date for any stock dividend, stock split, reverse stock split, recapitalization or other similar transaction (a “Recapitalization”), the Stock Payment Shares referred in this Section 4.3 shall not deliver any certificates in accordance with this Agreement unless mean the number and until the Company shall type of shares that would have received had Seller been an actual holder of the Stock Payment Shares as of such stock power executed by you. You, by acceptance of this award, shall be deemed to appoint, and you do so appoint by execution of this Agreement, the Company and each of its authorized representatives as your attorney(s)-in-fact to effect any transfer of unvested forfeited Award Shares (or Award Shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transferrecord date. (e) Until the Award Shares become vested, any share certificates or book entry positions representing such shares will include a legend to the effect that you may sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares and the Award Shares are subject to the provisions of this Agreement and the Plan.