Common use of Restricted Securities; Restrictions on Transfer Clause in Contracts

Restricted Securities; Restrictions on Transfer. The Company, the Significant Shareholders and the Shareholders’ Representative hereby acknowledge and agree and, by executing and delivering the Individual Seller Agreements connection with the Closing, each other Seller individually acknowledges and agrees to the following: (a) Each Seller acknowledges that such Seller is aware that the issuance of the Common Stock in connection with the Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Each Seller is acquiring the Common Stock hereunder for its own account and not with a view to a distribution within the meaning of Section 2(11) of the Securities Act. The Common Stock acquired by such Seller shall be subject to the restrictions of the Buyer’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and all applicable United States securities trading laws and regulations. Each Seller has such knowledge and experience in financial and business matters in general and investments in particular so as to be capable of evaluating the merits and risks of the acquisition of the Common Stock hereunder, and each Seller has been advised by persons sophisticated in these matters and has retained legal counsel in connection with the transactions contemplated hereby. Until the Common Stock is eligible for resale under Rule 144 promulgated under the Securities Act (“Rule 144”), all certificates representing Common Stock issued hereunder shall bear the following legend: “The shares of Common Stock of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state and may not be sold or otherwise disposed of except pursuant to an effective registration statement under such Act and applicable state securities laws or there is presented to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation to the effect that registration is not required.” (b) Each Seller hereby agrees not to sell, offer, contract or grant any option to sell (including without limitation any short-sale) pledge, transfer, establish a “put-equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any of the Common Stock received as a result of the Stock Purchase Price for a period commencing on the Closing Date and continuing for a period through and including the six (6) month anniversary of the Closing Date. Without limiting the foregoing, each Seller further agrees that the foregoing limitations shall apply to the Escrow Shares for a period commencing on the Closing Date and continuing through the end of the Escrow Period.

Restricted Securities; Restrictions on Transfer. The Company, Company and the Significant Shareholders and the Shareholders’ Representative hereby acknowledge and agree and, by executing and delivering the Individual Seller Agreements connection with the Closing, each other Seller individually acknowledges and agrees to the following: (a) Each Seller Significant Shareholder acknowledges that such Seller Significant Shareholder is aware that the issuance of the Common Stock in connection with the Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Each Seller Significant Shareholder is acquiring the Common Stock hereunder for its own account and not with a view to a distribution within the meaning of Section 2(11) of the Securities Act. The Common Stock acquired by such Seller Significant Shareholder shall be subject to the restrictions of the Buyer’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and all applicable United States securities trading laws and regulations. Each Seller Significant Shareholder has such knowledge and experience in financial and business matters in general and investments in particular so as to be capable of evaluating the merits and risks of the acquisition of the Common Stock hereunder, and each Seller Significant Shareholder has been advised by persons sophisticated in these matters and has retained been advised to retain legal counsel in connection with the transactions contemplated hereby. Until the Common Stock is eligible for resale under Rule 144 promulgated under the Securities Act (“Rule 144”), all certificates representing Common Stock issued hereunder shall bear the following legend: “The shares of Common Stock of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state and may not be sold or otherwise disposed of except pursuant to an effective registration statement under such Act and applicable state securities laws or there is presented to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation to the effect that registration is not required.” (b) Each Seller Significant Shareholder hereby agrees not to sell, offer, contract or grant any option to sell (including without limitation any short-sale) ), pledge, transfer, establish a “put-equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any of the Common Stock received as a result of the Stock Purchase Price for a period commencing on the Closing Date and continuing for a period through and including the six twelve (612) month anniversary of the Closing Date. Without limiting the foregoing, each Seller Significant Shareholder further agrees that the foregoing limitations shall apply to the Escrow Shares for a period commencing on the Closing Date and continuing through the end of the Escrow PeriodPeriod applicable to such shares.

Restricted Securities; Restrictions on Transfer. The Company, the Significant Shareholders Company and the Shareholders’ Representative Seller hereby acknowledge and agree and, by executing and delivering the Individual Seller Agreements connection with the Closing, each other Seller individually acknowledges and agrees to the following: (a) Each Seller acknowledges that such Seller he is aware that the issuance of the Common Stock in connection with the Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Each Seller is acquiring the Common Stock hereunder for its his own account and not with a view to a distribution within the meaning of Section 2(11) of the Securities Act. The Common Stock acquired by such Seller shall be subject to the restrictions of the Buyer’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and all applicable United States securities trading laws and regulations. Each Seller has such knowledge and experience in financial and business matters in general and investments in particular so as to be capable of evaluating the merits and risks of the acquisition of the Common Stock hereunder, and each Seller has been advised by persons sophisticated in these matters and has retained legal counsel in connection with the transactions contemplated hereby. . (b) Until the earlier date that the Common Stock is eligible for resale under Rule 144 promulgated under the Securities Act (“Rule 144”)) or the Registration Statement defined below is declared effective, all certificates representing Common Stock issued hereunder shall bear the following legend: “The shares of Common Stock of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation SecureAlert, Inc. have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state and may not be sold or otherwise disposed of except pursuant to an effective registration statement under such Act and applicable state securities laws or there is presented to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation SecureAlert, Inc. an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation SecureAlert, Inc. to the effect that registration is not required.” (bc) Each Except as otherwise provided in this Agreement, Seller hereby agrees not to sell, offer, contract or grant any option to sell (including without limitation any short-sale) pledge, transfer, establish a “put-equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amendedAct, or otherwise dispose of any of the Common Restricted Stock received as a result of the Stock Purchase Price for a period commencing on the Closing Date and continuing for a period through and including the six (6) month second anniversary of the Closing Date. Without limiting For the foregoingremoval of doubt, each Seller further agrees that the foregoing limitations this section shall not apply with respect to the Escrow Initial Buyer Shares for a period commencing on the Closing Date and continuing through the end of the Escrow Periodwhich shall be freely tradable provided that an applicable exemption from registration exists.