Common use of Rules 144 Clause in Contracts

Rules 144. 1. JPMS agrees to conduct all sales in accordance with the manner of sale requirement of Rule 144 under the Securities Act, and in no event shall JPMS effect any such sale if such sale would exceed the then applicable volume limitation under Rule 144, assuming JPMS’s sales under this Sales Plan and those notified to JPMS pursuant to Paragraph B.3 are the only sales subject to that limitation. JPMS will be responsible for completing and filing on behalf of the Seller the required Form 144s that Seller shall execute and provide, as requested by JPMS. Seller understands and agrees that JPMS shall make one Form 144 filing at the start of each three-month period, with the initial filing made on the date on which the first order to sell Stock is placed by JPMS hereunder. JPMS acknowledges that Seller is an affiliate of the Issuer for purposes of Rule 144. JPMS Praesumopartners.061014 acknowledges that standard certifications and legal opinions will be necessary to effect sales under Rule 144 and to remove the legends. 2. Each such Form 144 shall state in the “Remarks” section that the sales thereunder are being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c), shall include the date the Seller adopted this Sales Plan and shall indicate that the representation regarding the Seller’s knowledge of material information speaks as of the adoption date of this Sales Plan. 3. Seller agrees not to take any action that would cause the sales not to comply with Rule 144, and Seller agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take any action that would cause the sales not to comply with Rules 144. Seller will provide notice of any such transactions during the three months preceding the date hereof and may not enter into any other selling program or transaction described in the preceding sentence without the prior consent of JPMS.

Rules 144. 1. JPMS agrees to conduct all sales in accordance with the manner of sale requirement of Rule 144 under the Securities Act, and in no event shall JPMS effect any such sale if such sale would exceed the then applicable volume limitation under Rule 144, assuming JPMS’s sales under this Sales Plan and those notified to JPMS pursuant to Paragraph B.3 are the only sales subject to that limitation. JPMS will be responsible for completing and filing on behalf of the Seller the required Form 144s that Seller shall execute and provide, as requested by JPMS. Seller understands and agrees that JPMS shall make one Form 144 filing at the start of each three-month period, with the initial filing made on the date on which the first order to sell Stock is placed by JPMS hereunder. JPMS acknowledges that Seller is an affiliate of the Issuer for purposes of Rule 144. JPMS Praesumopartners.061014 LDKHoldco.061014 acknowledges that standard certifications and legal opinions will be necessary to effect sales under Rule 144 and to remove the legends. 2. Each such Form 144 shall state in the “Remarks” section that the sales thereunder are being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c), shall include the date the Seller adopted this Sales Plan and shall indicate that the representation regarding the Seller’s knowledge of material information speaks as of the adoption date of this Sales Plan. 3. Seller agrees not to take any action that would cause the sales not to comply with Rule 144, and Seller agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take any action that would cause the sales not to comply with Rules 144. Seller will provide notice of any such transactions during the three months preceding the date hereof and may not enter into any other selling program or transaction described in the preceding sentence without the prior consent of JPMS.

Rules 144. 1. JPMS agrees to conduct all sales in accordance with the manner of sale requirement of Rule 144 under the Securities Act, and in no event shall JPMS effect any such sale if such sale would exceed the then applicable volume limitation under Rule 144, assuming JPMS’s sales under this Sales Plan and those notified to JPMS pursuant to Paragraph B.3 are the only sales subject to that limitation. JPMS will be responsible for completing and filing on behalf of the Seller the required Form 144s that Seller shall execute and provide, as requested by JPMS. Seller understands and agrees that JPMS shall make one Form 144 filing at the start of each three-month period, with the initial filing made on the date on which the first order to sell Stock is placed by JPMS hereunder. JPMS acknowledges that Seller is an affiliate of the Issuer for purposes of Rule 144. JPMS Praesumopartners.061014 DiamondOursurance, LLC acknowledges that standard certifications and legal opinions will be necessary to effect sales under Rule 144 and to remove the legends. 2. Each such Form 144 shall state in the “Remarks” section that the sales thereunder are being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c), shall include the date the Seller adopted this Sales Plan and shall indicate that the representation regarding the Seller’s knowledge of material information speaks as of the adoption date of this Sales Plan. 3. Seller agrees not to take any action that would cause the sales not to comply with Rule 144, and Seller agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take any action that would cause the sales not to comply with Rules 144. Seller will provide notice of any such transactions during the three months preceding the date hereof and may not enter into any other selling program or transaction described in the preceding sentence without the prior consent of JPMS.