Common use of Unregistered Securities Clause in Contracts

Unregistered Securities. The Owner understands that: (i) the Merger Consideration to be received as contemplated hereunder has not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws; (ii) the Parent’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Owner contained herein; (iii) the Merger Consideration cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available; (iv) there may be no public market for the Merger Consideration; (v) because of the restrictions on transfer or assignment of the Merger Consideration to be issued hereunder, the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Consideration will bear a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

Unregistered Securities. The Such Owner understands that: (i) the Merger Consideration to be received as contemplated hereunder has not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws; (ii) the ParentCompany’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Owner Owners contained herein; (iii) the Merger Consideration cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available; (iv) there may be no public market for the Merger Consideration; (v) because of the restrictions on transfer or assignment of the Merger Consideration to be issued hereunder, the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Consideration will bear a legend substantially similar to the following, among other legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

Unregistered Securities. The Owner Great Elm and each of the Funds understands thatand acknowledges that the shares of Newco Common Stock issuable pursuant to this Agreement, and any securities issued in respect of or in exchange for such shares, will be deposited into a restricted book-entry account or, if certificated, may bear one or all of the following legends: (ia) the Merger Consideration to be received as contemplated hereunder has not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws; (ii) the Parent’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Owner contained herein; (iii) the Merger Consideration cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available; (iv) there may be no public market for the Merger Consideration; (v) because of the restrictions on transfer or assignment of the Merger Consideration to be issued hereunder, the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Consideration will bear a legend substantially similar to the following: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR TRANSFERRED OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDERUNDER THE SECURITIES ACT AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE SECURITIES ACT.” (b) Any legend required by the securities laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended. (c) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING CONTAINED IN THE SUBSCRIPTION AGREEMENT, DATED AS OF JUNE 23, 2016. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY.”

Unregistered Securities. The Such AI Owner understands that: (i) the Merger Security Consideration to be received as contemplated hereunder has not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws; (ii) the Parent’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Owner AI Owners contained herein; (iii) the Merger Security Consideration cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available; (iv) there may be no public market for the Merger Security Consideration; (v) because of the restrictions on transfer or assignment of the Merger Security Consideration to be issued hereunder, the economic risk of the Merger Security Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Security Consideration will bear a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

Unregistered Securities. The Owner Such AI Member understands that: (i) the Merger Common Stock portion of the AI Member Consideration to be received as contemplated hereunder has not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws; (ii) the Parent’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Owner AI Members contained herein; (iii) the Merger Common Stock portion of the AI Member Consideration cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available; (iv) there may be no public market for the Merger Common Stock portion of the AI Member Consideration; (v) because of the restrictions on transfer or assignment of the Merger Common Stock portion of the AI Member Consideration to be issued hereunder, the economic risk of the Merger Common Stock portion of the AI Member Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Common Stock portion of the AI Member Consideration will bear restrictive legends, including a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

Unregistered Securities. The Owner understands that:(a) Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in Purchased Units and the Conversion Units. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Purchased Units and the Conversion Units. Such Purchaser is a resident for purposes of state “blue sky” securities laws of the jurisdiction set forth on Schedule A attached hereto. (ib) Such Purchaser understands that the Merger Consideration Purchased Units and the Conversion Units will bear a restrictive legend or legends as provided in Section 16.10 of the Fourth Amended and Restated Agreement of Limited Partnership until such legends may be removed pursuant to be received as contemplated hereunder such Section 16.10. (c) Such Purchaser is purchasing the Purchased Units for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has not been advised and understands that neither the Purchased Units nor the Conversion Units have been registered under the Securities Act or state securities under the “blue sky” laws by reason of a specific exemption any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or exemptions from registration if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). Such Purchaser has been advised and applicable state securities laws; understands that the Partnership, in issuing the Purchased Units (ii) and any Conversion Units upon conversion of the Parent’s reliance on such exemptions Purchased Units), is predicated in part on the accuracy and completeness of relying upon, among other things, the representations and warranties of such Purchaser contained in this Article IV in concluding that such issuance is a “private offering” and is exempt from the Owner contained herein;registration provisions of the Securities Act. (iiid) Such Purchaser understands that there is no public trading market for the Merger Consideration cannot Purchased Units, that none is expected to develop and that the Purchased Units must be resold held indefinitely unless and until Purchased Units or Conversion Units received upon conversion thereof are registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available;. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act. (ive) there may be no public market for Such Purchaser understands that the Merger Consideration; (v) because Purchased Units are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Partnership is relying upon the truth and accuracy of the restrictions on transfer or assignment representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the Merger Consideration applicability of such exemptions and the suitability of such Purchaser to be issued hereunder, acquire the economic risk of Purchased Units and the Merger Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Consideration will bear a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDERConversion Units issuable upon conversion thereof.

Unregistered Securities. The Owner Fund III understands that: (i) the Merger Consideration OP Units to be received as contemplated hereunder has in connection with the Contribution have not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws; (ii) the Parent’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Owner Fund III contained herein; (iii) the Merger Consideration OP Units to be received in connection with the Contribution cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available; (iv) there may be no public market for the Merger ConsiderationOP Units to be received in connection with the Contribution or the shares of common stock of the Parent for which such OP Units may be exchanged; (v) because of the restrictions on transfer or assignment of the Merger Consideration OP Units to be issued hereunderreceived in connection with the Contribution, the economic risk of the Merger Consideration issued hereby such OP Units may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Consideration OP Units to be received in connection with the Contribution will bear a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

Unregistered Securities. The Owner Such Purchaser understands that: that (i) the Merger Consideration to be received as contemplated hereunder has Convertible Notes and Warrants being purchased by such Purchaser and the underlying Shares have not been registered under the Securities Act or state securities laws Act, that they must be held by reason such Purchaser indefinitely, and that such Purchaser must, therefore, bear the economic risk of such investment indefinitely, unless a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws; (ii) the Parent’s reliance on such exemptions subsequent disposition thereof is predicated in part on the accuracy and completeness of the representations and warranties of the Owner contained herein; (iii) the Merger Consideration cannot be resold unless registered under the Securities Act or is exempt from such registration; (ii) each Convertible Note, Warrant certificate purchased by each Purchaser, and applicable state securities laws, or unless an exemption from registration is available; (iv) there may be no public market for the Merger Consideration; (v) because Share certificate available to each such Purchaser upon conversion of the restrictions on transfer Convertible Notes or assignment upon the exercise of the Merger Consideration to Purchase Warrants will be issued hereunder, endorsed with the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Consideration will bear a legend substantially similar to the followingfollowing legend: "THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE [CONVERTIBLE NOTE] [WARRANT] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"1933 ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF HYPOTHECATED UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR SUCH STATE SECURITIES LAWS SALE, TRANSFER, ASSIGNMENT OR AN EXEMPTION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION THEREUNDERREQUIREMENTS OF THE 1933 ACT." The Company agrees to remove the foregoing legend from any certificate if the Shares represented by such certificate have been registered with the Commission pursuant to the Securities Act or Rule 144(k) under the Securities Act (or any successor rule or regulation) is then applicable to such Shares.

Unregistered Securities. The Owner understands that: Company (i) understands that the Merger Consideration to be received as contemplated hereunder MWI Common Stock which he will receive has not been been, and will not be registered under the Securities Act of 1933, as amended (the "Act") or under any state securities laws by reason of and is being offered and sold in reliance upon federal and state exemptions for transactions not involving a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws; public offering; (ii) The Company does not, and will not have any right to require MWI to register the Parent’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Owner contained herein; (iii) the Merger Consideration cannot be resold unless registered MWI Common Stock, either pursuant to or under the Securities Act and applicable or any state securities laws, or unless an exemption from except for any registration rights accorded to other officers of MWI; (iii) is available; acquiring the MWI Common Stock solely for its own account for investment purposes and not with a view to the distribution thereof; (iv) there may be no public market has received certain information concerning Buyer, including without limitation, the Buyer's Annual Report on Form 10-KSB for the Merger Consideration; fiscal year ended December 31, 1996 and the Proxy Statement dated April 14, 1997; (v) because of has had the restrictions on transfer or assignment of opportunity to obtain additional information as desired to evaluate the Merger Consideration to be issued hereunder, risks and merits inherent in owning and holding the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of timeMWI Common Stock; and (vi) has sufficient knowledge and experience in financial business matters that he is capable of evaluating the merits and risks of an investment in Buyer and (vii) understands that the certificates (if any) representing the Merger Consideration MWI Common Stock will bear be stamped or otherwise imprinted with a legend in substantially similar to the followingfollowing form: THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”), ") OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOTHER JURISDICTION, AND MAY NOT BE SOLD SOLD, TRANSFERRED, HYPOTHECATED OR TRANSFERRED OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT ANY MANNER UNLESS THEY ARE REGISTERED UNDER THE ACT AND THE SECURITI ES LAWS OF ANY APPLICABLE JURISDICTION, OR SUCH STATE SECURITIES LAWS OR UNLESS PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDERTHEREFROM.

Unregistered Securities. The Owner understands that: Except for the Treasury Shares which are registered, the Stockholders (i) understand that the Merger Consideration shares of Common Stock to be issued pursuant to Section 2.1 of the Agreement are not registered under the Securities Act of 1933, as amended, (the "Act") or under any state securities laws, and that they are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (ii) are acquiring the Common Stock solely for their own account for investment purposes and not with a view to the "distribution" thereof (as such term is defined in judicial and administrative interpretations under Section 2(11) of the Act); (iii) have received certain information concerning ProxyMed, including without limitation the Reports referred to in Section 7.2 and have had the opportunity to obtain additional information as contemplated hereunder has desired in order to evaluate the merits of purchasing and holding said Common Stock; (iv) are able to bear the economic risk and lack of liquidity inherit in holding the Common Stock until such time as the Common Stock is registered and may be sold pursuant to Rule 144 and in accordance with the terms and conditions of this Agreement; (v) have sufficient knowledge and experience in financial and business matters that they are capable of evaluating the merits and risk of an investment in ProxyMed; and (vi) understand that the certificates representing said Common Stock will be stamped or otherwise imprinted with the legend in substantially the following form: The Shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, or state the securities laws by reason of a specific exemption any other jurisdiction, including without limitation, Indiana, and may not be sold transferred, pledged, hypothecated or otherwise disposed of in any manner unless they are registered under such Act and any securities laws of any applicable jurisdiction or unless exemptions from registration under the Securities Act such registrations are available and applicable state securities laws; (ii) the Parent’s reliance on such exemptions that an opinion of counsel, satisfactory to ProxyMed, Inc. to that affect is predicated in part on the accuracy and completeness of the representations and warranties of the Owner contained herein; (iii) the Merger Consideration cannot be resold unless registered under the Securities Act and applicable state securities lawsdelivered to ProxyMed, or unless an exemption from registration is available; (iv) there may be no public market for the Merger Consideration; (v) because of the restrictions on transfer or assignment of the Merger Consideration to be issued hereunder, the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Consideration will bear a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.Inc.

Unregistered Securities. The Owner understands that: Companies (i) understand that the Merger Consideration to Imperial Common Stock which they will receive have not been, and will not be received as contemplated hereunder has not been registered under the Securities Act of 1933, as amended (the "Act") or under any state securities laws by reason of and is being offered and sold in reliance upon federal and state exemptions for transactions not involving a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws; public offering; (ii) the Parent’s reliance on such exemptions is predicated in part on Companies do not, and will not, have any right to require Imperial to register the accuracy and completeness of Imperial Common Stock, either pursuant to or under the representations and warranties of the Owner contained herein; Act or any state securities laws; (iii) are acquiring the Merger Consideration canImperial Common Stock solely for their own account for investment purposes and not be resold unless registered under with a view to the Securities Act and applicable state securities laws, or unless an exemption from registration is available; distribution thereof; (iv) there may be no public market have received certain information concerning Imperial, including without limitation Imperial's Annual Report on Form 10-K for the Merger Consideration; fiscal year ended December 31, 1999; (v) because of have had the restrictions on transfer or assignment of opportunity to obtain additional information as desired to evaluate the Merger Consideration to be issued hereunder, risks and merits inherent in owning and holding the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of timeImperial Common Stock; and (vi) have sufficient knowledge and experience in financial business matters that they are capable of evaluating the merits and risks of an investment in Imperial, and (vii) understand that the certificates (if any) representing the Merger Consideration Imperial Common Stock will bear be stamped or otherwise imprinted with a legend in substantially similar to the followingfollowing form: THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”), ") OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOTHER JURISDICTION, AND MAY NOT BE SOLD SOLD, TRANSFERRED, HYPOTHECATED OR TRANSFERRED OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT ANY MANNER UNLESS THEY ARE REGISTERED UNDER THE ACT OR SUCH STATE AND THE SECURITIES LAWS OF ANY APPLICABLE JURISDICTION, OR UNLESS PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDERTHEREFROM.

Unregistered Securities. CPI understands that the ASTeX Shares and any additional shares issued pursuant to Section 2.1(c) have not been registered under the Act, or the securities laws of any state, in reliance upon specific exemptions from registration thereunder, and agree that such shares may be neither sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and applicable state securities laws. The Owner undersigned has been advised that ASTeX shall use its best efforts to register the additional ASTeX Shares, if any, pursuant to Section 2.1(c) in accordance with Section 8.3 below. CPI understands that: (i) that it is not anticipated that there will be any market for resale of such shares until such registration is completed and that it may not be possible for CPI to liquidate an investment in such shares on an emergency basis. CPI acknowledges that the Merger Consideration following restrictive legend shall be placed on the reverse side of the certificate representing the ASTeX Shares issued pursuant to be received as contemplated hereunder has this Agreement and any additional shares issued pursuant to Section 2.1(c): "The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or under any state securities laws by reason law and, except pursuant to an effective registration statement under the Act and other laws, may not be offered, sold, transferred, or otherwise disposed of a specific exemption without an opinion of counsel, satisfactory to the Company, that such disposition may be made without such registration." Notwithstanding the foregoing, CPI understands, and ASTeX agrees, that the shares may be distributed to ILCT or exemptions from registration transferred pursuant to Rule 144 under the Securities Act and applicable state securities laws; (ii) the Parent’s reliance on of 1934, as amended, with an opinion of counsel, satisfactory to ASTeX, that such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Owner contained herein; (iii) the Merger Consideration cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available; (iv) there transfer may be no public market for the Merger Consideration; (v) because of the restrictions on transfer or assignment of the Merger Consideration to be issued hereunder, the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Consideration will bear a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDERmade without registration.

Unregistered Securities. The Owner understands Angiochem acknowledges that: (i) 7.6.1 Angiochem must bear the Merger Consideration to be received as contemplated hereunder has economic risk of investment for an indefinite period of time because the Shares have not been registered under the Securities Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or state securities laws by reason an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of a specific exemption or exemptions from registration the Shares under the Securities Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act except for the covenants specified in Section 4.9 above, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Act, will become available and applicable state securities laws; any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron’s common stock, (ii) Geron has complied with the Parent’s reliance on such exemptions is predicated in part on the accuracy information requirements of Rule 144, and completeness of the representations and warranties of the Owner contained herein; (iii) all other terms and conditions of Rule 144 have been satisfied. 7.6.2 Transfer of the Merger Consideration Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be resold unless sold unless, if required, they are subsequently registered or qualified under any such state law or an exemption therefrom is available. Except as set forth in Section 4.8 hereof, Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such state law will become available. 7.6.3 Angiochem hereby certifies that it is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D under the Securities Act and applicable state securities lawsAct. 7.6.4 Angiochem is not acquiring the Shares as a result of any advertisement, article, notice or unless an exemption from registration is available; (iv) there may be no public market for other communication regarding the Merger Consideration; (v) because of Shares published in any newspaper, magazine or similar media, broadcast over television or radio, disseminated over the restrictions on transfer Internet or assignment of the Merger Consideration to be issued hereunder, the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Consideration will bear a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDERpresented at any seminar at which it was present.

Unregistered Securities. The Owner Great Elm and each of the Funds understands thatand acknowledges that the shares of Newco Common Stock issuable pursuant to this Agreement, and any securities issued in respect of or in exchange for such shares, will be deposited into a restricted book-entry account or, if certificated, may bear one or all of the following legends: (ia) the Merger Consideration to be received as contemplated hereunder has not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws; (ii) the Parent’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Owner contained herein; (iii) the Merger Consideration cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available; (iv) there may be no public market for the Merger Consideration; (v) because of the restrictions on transfer or assignment of the Merger Consideration to be issued hereunder, the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Consideration will bear a legend substantially similar to the following: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR TRANSFERRED OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDERUNDER THE SECURITIES ACT AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE SECURITIES ACT." (b) Any legend required by the securities laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended. (c) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING CONTAINED IN THE SUBSCRIPTION AGREEMENT, DATED AS OF JUNE 23, 2016. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY."

Unregistered Securities. The Owner understands that: Companies (i) understand that the Merger Consideration to Imperial Common Stock which they will receive have not been, and will not be received as contemplated hereunder has not been registered under the Securities Act of 1933, as amended (the "Act") or under any state securities laws by reason of and is being offered and sold in reliance upon federal and state exemptions for transactions not involving a specific exemption public offering; (ii) The Companies do not, and will not, have any right to require Imperial to register the Imperial Common Stock, either pursuant to or exemptions from registration under the Securities Act and applicable or any state securities laws; (ii) the Parent’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Owner contained herein; ; (iii) are acquiring the Merger Consideration canImperial Common Stock solely for their own account for investment purposes and not be resold unless registered under with a view to the Securities Act and applicable state securities laws, or unless an exemption from registration is available; distribution thereof; (iv) there may be no public market have received certain information concerning Imperial, including without limitation, (A) Imperial's Annual Report on Form 10-K for the Merger Consideration; fiscal year ended December 31, 1998; and (B) Imperial's latest Quarterly Report on Form 10-Q for the three months ended September 30, 1999; (v) because of has had the restrictions on transfer or assignment of opportunity to obtain additional information as desired to evaluate the Merger Consideration to be issued hereunder, risks and merits inherent in owning and holding the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of timeImperial Common Stock; and (vi) has sufficient knowledge and experience in financial business matters that he is capable of evaluating the merits and risks of an investment in Imperial, and (vii) understands that the certificates (if any) representing the Merger Consideration Imperial Common Stock will bear be stamped or otherwise imprinted with a legend in substantially similar to the followingfollowing form: THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”), ") OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOTHER JURISDICTION, AND MAY NOT BE SOLD SOLD, TRANSFERRED, HYPOTHECATED OR TRANSFERRED OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT ANY MANNER UNLESS THEY ARE REGISTERED UNDER THE ACT OR SUCH STATE AND THE SECURITIES LAWS OF ANY APPLICABLE JURISDICTION, OR UNLESS PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDERTHEREFROM.

Unregistered Securities. The Owner understands Fifth Avenue acknowledges that: (ia) the Merger Consideration OPUs to be received as contemplated acquired by it hereunder has have not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws; (iib) the ParentBPLP’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of Fifth Avenue contained herein and in the Owner contained hereinInvestor Questionnaire; (iiic) the Merger Consideration such OPUs, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available; (ivd) there may be is no public market for the Merger Consideration;such OPUs; and (ve) BPLP has no obligation or intention to register such OPUs for resale under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. Fifth Avenue hereby acknowledges that because of the restrictions on transfer or assignment of the Merger Consideration such OPUs to be issued hereunderhereunder which are set forth in this Agreement and in the Partnership Agreement, it may have to bear the economic risk of the Merger Consideration issued investment commitment evidenced by this Agreement and any OPUs purchased hereby may need to be borne for an indefinite period of time; and , although (vii) certificates under the terms of the Partnership Agreement, OPUs may be redeemed after the first anniversary of their issuance at the request of the holder thereof for cash or (if anyat the option of Boston Properties) representing for Common Stock and (ii) the Merger Consideration holder of any such Common Stock issued upon a presentation of OPUs for redemption will bear a legend substantially similar be afforded certain rights to have such Common Stock registered under the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDERSecurities Act and applicable state securities laws under the Registration Rights and Lock-Up Agreement.

Unregistered Securities. The Owner Such Common Equity Holder understands that: (i) the Merger Consideration to be received as contemplated hereunder has not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws; (ii) the ParentCompany’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Owner such Common Equity Holder contained herein; (iii) the Merger Consideration cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available; (iv) there may be no public market for the Merger Consideration; (v) because of the restrictions on transfer or assignment of the Merger Consideration to be issued hereunder, the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Consideration will bear a legend substantially similar to the following, among other legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF The shares represented by this certificate have not been registered for sale under the Securities Act of 1933, AS AMENDED as amended (THE the “ACTAct”), OR UNDER ANY STATE SECURITIES LAWSand may not be offered, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDERsold, pledged or otherwise transferred except pursuant to an exemption from registration under the Act or pursuant to an effective registration statement under the Act.

Unregistered Securities. The Owner understands that: Shareholders (i) understand that the Merger Consideration Common Stock issued or to be issued pursuant to Section 2.1(b) of the Agreement has not been, and will not be registered under the Securities Act of 1933, as amended, (the "Act") or under any state securities laws, and that they are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) are acquiring the Common Stock solely for their own account for investment purposes and not with a view to the "distribution" thereof (as such term is defined in judicial and administrative interpretations under Section 2(11) of the Act), (iii) have received certain information concerning Buyer, including without limitation the Reports referred to in Section 7.2 and have had the opportunity to obtain additional information as contemplated hereunder has desired in order to evaluate the merits of purchasing and holding said Common Stock, (iv) are able to bear the economic risk and lack of liquidity inherit in holding the Common Stock until such time as the Common Stock may be sold pursuant to Rule 144, (v) have sufficient knowledge and experience in financial and business matters that they are capable of evaluating the merits and risk of an investment in Buyer, and (vi) understand that the certificates representing said Common Stock will be stamped or otherwise imprinted with the legend in substantially the following form: The Shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, or state the securities laws by reason of a specific exemption any other jurisdiction, including without limitation California and Washington, and may not be sold transferred, pledged, hypothecated, or exemptions from registration otherwise disposed of in any manner unless they are registered under the Securities such Act and any securities laws of any applicable state securities laws; (ii) the Parent’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Owner contained herein; (iii) the Merger Consideration cannot be resold unless registered under the Securities Act and applicable state securities lawsjurisdiction, or unless exemptions from such registrations are available, and that an exemption from registration opinion of counsel, satisfactory to ProxyMed, Inc. to that effect is available; (iv) there may be no public market for the Merger Consideration; (v) because of the restrictions on transfer or assignment of the Merger Consideration delivered to be issued hereunderProxyMed, the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Consideration will bear a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.Inc.

Unregistered Securities. The Owner understands that: Seller and Shareholder (i) understand that the Merger Consideration Common Stock issued or to be issued pursuant to Section 2.1 of the Agreement has not been, and will not be registered under the Securities Act of 1933, as amended, (the "Act") or under any state securities laws, and that they are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) are acquiring the Common Stock solely for their own account for investment purposes and with a view to the "distribution" thereof (as such term is defined in judicial and administrative interpretations under Section 2(11) of the Act), (iii) have received certain information concerning Buyer, including without limitation the Reports referred to in Section 7.2 and have had the opportunity to obtain additional information as contemplated hereunder has desired in order to evaluate the merits of purchasing and holding said Common Stock, (iv) are able to bear the economic risk and lack of liquidity inherit in holding the Common Stock until such time as the Common Stock may be registered or may be sold pursuant to Rule 144, (v) have sufficient knowledge and experience in financial and business matters that they are capable of evaluating the merits and risk of an investment in Buyer, (vi) understand that the certificates representing said Common Stock will be stamped or otherwise imprinted with the legend in substantially the following form: The Shares of Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, or state the securities laws by reason of a specific exemption any other jurisdiction, including without limitation, New York, and may not be sold transferred, pledged, hypothecated, or otherwise disposed of in any manner unless they are registered under such Act and any securities laws of any applicable jurisdiction or unless exemptions from registration under the Securities Act such registrations are available and applicable state securities laws; (ii) the Parent’s reliance on such exemptions that an opinion of counsel, satisfactory to ProxyMed, Inc. to that effect is predicated in part on the accuracy and completeness of the representations and warranties of the Owner contained herein; (iii) the Merger Consideration cannot be resold unless registered under the Securities Act and applicable state securities lawsdelivered to ProxyMed, or unless an exemption from registration is available; (iv) there may be no public market for the Merger Consideration; (v) because of the restrictions on transfer or assignment of the Merger Consideration to be issued hereunder, the economic risk of the Merger Consideration issued hereby may need to be borne for an indefinite period of time; and (vi) certificates (if any) representing the Merger Consideration will bear a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.Inc.