Common use of Stock Consideration Clause in Contracts

Stock Consideration. The Seller acknowledges that the issuance of the shares in payment of the Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that such shares therefore may not be resold without compliance with the registration requirements of Securities Act or an applicable exemption therefrom. Such shares are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning of the Securities Act. Except as provided in the Disclosure Schedule, none of the shares issued in payment of the Stock Consideration will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates representing the shares to be issued to Seller in payment of the Stock Consideration shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS.

Stock Consideration. The Seller acknowledges that the issuance (a) No fractional shares of the shares in payment of the Buyer Common Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that such shares therefore may not be resold without compliance with the registration requirements of Securities Act or an applicable exemption therefrom. Such shares are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning of the Securities Act. Except as provided in the Disclosure Schedule, none of the shares issued in payment connection with any payments made under this Agreement, but in lieu thereof each Seller that would otherwise be entitled to a fraction of a share of Buyer Common Stock shall receive from Buyer an amount in cash (rounded to the nearest whole cent) equal to the product of (i) such fraction and (ii) the Buyer Stock Consideration will bePrice. (b) If, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with between the Securities Act date hereof and the rules and regulations thereunder. Seller acknowledges that Closing, the certificates representing the Buyer Common Stock shall have been changed into a materially different number of shares to be issued to Seller in payment or different class solely by reason of any reorganization, reclassification, recapitalization, stock split, split up, reverse stock split, combination or exchange of shares, stock dividend or stock distribution, or any similar event shall have occurred, the Stock Consideration shall be appropriately adjusted to provide to Sellers the same economic effect as contemplated by this Agreement prior to such event. (c) Each Seller hereby acknowledges and agrees that each certificate or book-entry share representing the Stock Consideration, and any securities issued in respect thereof or exchange therefor shall bear a legend in the following legend: form (in addition to any other legend required under applicable state securities Laws) (and a comparable notation or other arrangement will be made with respect to any uncertificated Stock Consideration): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE WERE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT ISSUED IN A TRANSACTION BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 SECURITIES ACT”), OR ANY UNDER APPLICABLE STATE SECURITIES LAWS. THE SUCH SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO OR UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE EXEMPT FROM THE REGISTRATION STATEMENT UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS.”

Stock Consideration. The At the Closing, Parent and Buyer shall cause to be issued to Seller acknowledges a duly authorized and issued stock certificate representing the Stock Consideration, and following the Closing, to the extent that the issuance Resale Registration Statement is filed with the SEC and the provisions of Section 7.15 apply, (i) in the case where the number of shares issuable upon the effectiveness of the shares in payment Resale Registration Statement is increased pursuant to Section 7.15(b), Parent and Buyer shall cause to be issued to Seller immediately upon the effectiveness of the Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that such shares therefore may not be resold without compliance with the registration requirements of Securities Act or Resale Registration Statement an applicable exemption therefrom. Such shares are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning of the Securities Act. Except as provided in the Disclosure Schedule, none of the shares issued in payment of the Stock Consideration will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates additional stock certificate representing the number of any such whole shares of Parent's common stock required to be issued to Seller in payment accordance with such Section, and (ii) in the case where the number of shares issuable upon the effectiveness of the Resale Registration Statement is decreased pursuant to Section 7.15(b), Parent and Buyer shall, upon delivery by Seller for cancellation to Buyer of the original stock certificate issued to Seller, cause to be issued to Seller immediately upon the effectiveness of the Resale Registration Statement a replacement stock certificate representing the total number of shares of Parent's common stock representing the Stock Consideration, as adjusted in accordance with such Section. In addition, whether at the Closing (in the event the Permit is issued prior to the Closing) or upon the effectiveness of the Resale Registration Statement (in the event the Permit is not issued prior to the Closing), Parent and Buyer shall, at the request of Seller, deliver such other instruments, coordinate with Parent's transfer agent, and use commercially reasonable efforts to do and perform such other acts and things as may be reasonably necessary to enable Seller to immediately sell, transfer or otherwise liquidate the shares of Parent's common stock constituting the Stock Consideration shall bear in the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWSpublic markets.

Stock Consideration. The At the Closing, Parent and Buyer shall cause to be issued to Seller acknowledges a duly authorized and issued stock certificate representing the Stock Consideration, and following the Closing, to the extent that the issuance Resale Registration Statement is filed with the SEC and the provisions of Section 7.15 apply, (i) in the case where the number of shares issuable upon the effectiveness of the shares in payment Resale Registration Statement is increased pursuant to Section 7.15(b), Parent and Buyer shall cause to be issued to Seller immediately upon the effectiveness of the Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that such shares therefore may not be resold without compliance with the registration requirements of Securities Act or Resale Registration Statement an applicable exemption therefrom. Such shares are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning of the Securities Act. Except as provided in the Disclosure Schedule, none of the shares issued in payment of the Stock Consideration will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates additional stock certificate representing the number of any such whole shares of Parent's common stock required to be issued to Seller in payment accordance with such Section, and (ii) in the case where the number of shares issuable upon the effectiveness of the Resale Registration Statement is decreased pursuant to Section 7.15(b), Parent and Buyer shall, upon delivery by Seller for cancellation to Buyer of the original stock certificate issued to Seller, cause to be issued to Seller immediately upon the effectiveness of the Resale Registration Statement a replacement stock certificate representing the total number of shares of Parent's common stock representing the Stock Consideration, as adjusted in accordance with such Section. In addition, whether at the Closing (in the event the Form S-4 Registration Statement has been declared effective under the Securities Act prior to the Closing) or upon the effectiveness of the Resale Registration Statement (in the event the Form S-4 Registration Statement has not been declared effective under the Securities Act prior to the Closing), Parent and Buyer shall, at the request of Seller, deliver such other instruments, coordinate with Parent's transfer agent, and use commercially reasonable efforts to do and perform such other acts and things as may be reasonably necessary to enable Seller to immediately sell, transfer or otherwise liquidate the shares of Parent's common stock constit uting the Stock Consideration shall bear in the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWSpublic markets.

Stock Consideration. The Seller acknowledges that (a) Pursuant to the issuance terms of the Pledge Agreement, the Stock Consideration shall be used to secure the indemnification obligations of the Seller Parties (i) with respect to any Excluded Employee Liability arising out of, resulting from or incident to the Defined Benefit Plan, (ii) under the Transition Services Agreement, (iii) under the Co-Manufacturing Agreement and (iv) set forth in Section 8.13 of the Pledge Agreement. In addition to any transfer restrictions set forth in the Certificate of Designations, prior to the Pension Liability Satisfaction Date, Seller shall not Transfer any shares in payment of the Stock Consideration has (including any Conversion Shares) without the prior written consent of Buyer, which consent may be withheld in its sole discretion; provided, that, subject to satisfying the applicable holding period(s) set forth in the Certificate of Designations, Buyer will at any time or from time to time consent to a sale of a number of Conversion Shares up to the number of Conversion Shares that would, upon such sale, result in proceeds that do not been registered exceed an aggregate dollar amount that, assuming that all such proceeds were immediately contributed to the Defined Benefit Plan and the Defined Benefit Plan was terminated immediately following such contribution, would cause Seller to incur an excise tax under Section 4980 of the Code, so long as the proceeds from the sale of such Conversion Shares are immediately contributed to the Defined Benefit Plan and evidence of such contribution is promptly provided by Seller to Buyer. In furtherance, and not in limitation of Section 9.13, in the event that Seller (or any Seller Party) fails to perform its indemnification obligations (i) with respect to any Excluded Employee Liability arising out of, resulting from or incident to the Defined Benefit Plan, (ii) under the Securities Act Transition Services Agreement, (iii) under the Co-Manufacturing Agreement or (iv) set forth in Section 8.13 of 1933the Pledge Agreement, as amended (the “Securities Act”) and that such shares therefore then, in each case, Buyer may not be resold without compliance foreclose, in accordance with the registration requirements of Securities Act or an applicable exemption therefrom. Such shares are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning terms of the Securities Act. Except as provided in Pledge Agreement, on the Disclosure Schedulenumber of shares of Parent Stock then held by Seller and the other Seller Parties Company (or any permitted transferee thereof) equal to the Applicable Indemnity Share Amount. (b) Prior to the Pension Liability Satisfaction Date, none of the shares issued in payment of any dividends or distributions made with respect to the Stock Consideration shall, immediately upon Seller’s receipt thereof, be contributed to the Defined Benefit Plan; provided, that if contributing any amount of any such dividends or distributions to the Defined Benefit Plan would cause Seller to incur an excise tax under Section 4980 of the Code, then such amount of such dividends or distributions will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates representing the shares not be required to be issued contributed to the Defined Benefit Plan. Promptly following any such contribution, Seller shall provide Buyer evidence of such contribution. (c) The Holdback Stock Amount shall not be entitled to vote on any matter until the issuance and release of any shares included in payment the Holdback Stock Amount in accordance with Section 9.12. The Holdback Stock Amount shall not be entitled to any dividends or distributions until the issuance and release of any shares included in the Holdback Stock Consideration shall bear Amount in accordance with Section 9.12, and then only with respect to dividends or distributions made after the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWStime of such issuance and release.

Stock Consideration. The Seller acknowledges that the issuance of the shares in payment of the (a) Each Member receiving Stock Consideration has hereby agrees that prior to receiving any such Stock Consideration, each of them shall have executed and delivered an Investment Letter pursuant to which he or it shall make customary investment representations satisfactory to the CBI Companies. (b) During the period beginning on the date of receipt of any CBI Common Stock and ending on the one (1) year anniversary of receipt of such stock consistent with Rule 144 (a "Restriction Period"), Members who receive CBI Common Stock or their respective assignee, shall not been registered under sell, assign, exchange, transfer, distribute or otherwise dispose of (in each case, "transfer") any shares of CBI Common Stock received by him hereunder except in a transaction exempt from the registration requirement of the Securities Act of 1933, as amended (the “Securities "1933 Act”) and that "). Following the Restriction Period, Members may transfer their shares of CBI Common Stock so long as such shares therefore may not be resold without compliance transfer is in accordance with the registration requirements of Securities Act or an applicable exemption therefrom1933 Act, including Rule 144 thereunder. Such shares are being or will be acquired by The certificates evidencing the Seller solely for its own account and without CBI Common Stock delivered to Members pursuant to this Agreement shall bear a view to distribution within the meaning of the Securities Act. Except as provided legend substantially in the Disclosure Schedule, none of the shares issued in payment of the Stock Consideration will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates representing the shares to be issued to Seller in payment of the Stock Consideration shall bear the following legendform set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE MAY NOT ISSUED BE SOLD, ASSIGNED (OTHER THAN IN CONNECTION WITH A TRANSACTION PLEDGE), EXCHANGED, TRANSFERRED, DISTRIBUTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT (OTHER THAN IN CONNECTION WITH A PLEDGE), EXCHANGE, TRANSFER, DISTRIBUTION, OR OTHER DISPOSITION OTHER THAN IN ACCORDANCE WITH SECTION 2.5 OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF SEPTEMBER 25, 2002, BY AND AMONG CLARK/BARDES, INC., CLARK/BARDES CONSULTING, INC. AND LONG, ▇▇▇L▇▇ ▇▇▇ ASSOCIA▇▇▇, L▇▇ ▇▇▇ ITS MEMBERS. THE SHARES OF ▇▇▇▇▇N STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT LAWS OF 1933ANY STATE OR OTHER JURISDICTION (COLLECTIVELY, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE THE "SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT ") AND MAY NOT BE SOLD SOLD, DISPOSED OF OR OTHERWISE TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION ABSENCE OF COUNSEL TO THE ISSUER OR SUCH REGISTRATION, EXCEPT IN ACCORDANCE WITH AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF ANY APPLICABLE SECURITIES LAWS PROVIDED THAT CLARK/BARDES, INC. AND CLARK/BARDES CONSULTING, INC. SHALL HAVE ▇▇▇▇▇▇ED AN OPINI▇▇ ▇▇ ▇▇▇▇▇▇L ACCEPTABLE TO THEM CONFIRMING THAT THE REQUIREMENTS OF SUCH EXEMPTION HAVE BEEN SATISFIED. (c) The Members shall not transfer any shares of the CBI Common Stock at any time if such transfer would constitute a violation of any federal or state securities or "blue sky" laws, rules or regulations (collectively, "Securities Laws"), or a breach of the conditions to any exemption from registration of the CBI Common Stock under any such Securities Law on which the Members are relying at the time of the sale, or a breach of any undertaking or agreement of the Members entered into with CBI pursuant to such Securities Laws or in connection with obtaining an exemption thereunder. (d) For purposes of this Agreement (and the restrictions set forth in this Section 2.5), the term "CBI Common Stock" shall mean and include (i) the shares of common stock of CBI issued, granted, conveyed and delivered to certain Members pursuant to Section 2.1 hereof, and (ii) any and all other additional shares of capital stock of CBI issued or delivered by it with respect to the shares of CBI Common Stock described in clause (i) hereof, including without limitation any shares of capital stock of CBI issued or delivered with respect to such shares as a result of any stock split, stock dividend, stock distribution, recapitalization or similar transaction. (e) The CBI Companies agree to take the following commercially reasonable actions so that each Member receiving any Stock Consideration may transfer his shares of CBI Common Stock under Rule 144 (and any other rule or regulation of the Securities and Exchange Commission (the "Commission")) so long as any Member owns any share of the Stock Consideration which are subject to restrictions on transfer thereby: (i) making and keeping public information available, as those terms are understood and defined in Rule 144; (ii) filing with the Commission in a timely manner all reports and other documents required under the 1933 ACT AND SUCH LAWSAct and the Securities Exchange Act of 1934, as amended (the "1934 Act"); and (iii) furnishing to any Member, so long as such Member owns any of the Stock Consideration, upon request, a copy of the most recent annual or quarterly report of CBI and a written statement that CBI has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act.

Stock Consideration. (a) The Seller acknowledges Stock Consideration to be acquired by the Company will be acquired for investment for the Company’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the issuance Company has no present intention of selling, granting any participation in, or otherwise distributing the same. Company does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the shares in payment Stock Consideration. (b) The Company understands that the Stock Consideration is “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Company must hold the Stock Consideration for a period of six months until the Stock Consideration is freely tradeable pursuant to Rule 144 promulgated pursuant to the Securities Act. The Company understands that the Stock Consideration has not been been, and will not be, registered under the Securities Act Act, by reason of 1933, as amended (the “Securities Act”) and that such shares therefore may not be resold without compliance with a specific exemption from the registration requirements provisions of the Securities Act or an which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Company’s representations as expressed herein. The Company understands that the Stock Consideration is “restricted securities” under applicable exemption therefrom. Such shares are being or will be acquired by U.S. federal and state securities laws and that, pursuant to these laws, the Seller solely Company must hold the Stock Consideration for its own account and without a view period of six months until the Stock Consideration is freely tradeable pursuant to distribution within the meaning of Rule 144 promulgated pursuant to the Securities Act. Except as provided in The Company acknowledges that the Disclosure Schedule, none of the shares issued in payment of Company has no obligation to register the Stock Consideration will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed for resale. (c) The Company is an accredited investor as defined in Rule 501(a) of except in compliance with Regulation D promulgated under the Securities Act and the rules and regulations thereunder. Seller acknowledges Act. (d) The Company understands that the certificates representing the shares to be issued to Seller in payment of the Stock Consideration shall bear may be notated with one or all of the following legendlegends: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE HEREBY HAVE NOT ISSUED IN A TRANSACTION BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY AND HAVE BEEN ACQUIRED WITHOUT FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION WITHIN TO, OR IN CONNECTION WITH, THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER IS COVERED BY MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE HOLDER REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ISSUERSECURITIES ACT OF 1933.” Plus, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWSany legend required by the securities laws of any state to the extent such laws are applicable to the Stock Consideration represented by the certificate, instrument, or book entry so legended.

Stock Consideration. The At the Closing, Parent and Buyer shall cause to be ------------------- issued to Seller acknowledges a duly authorized and issued stock certificate representing the Stock Consideration, and following the Closing, to the extent that the issuance Resale Registration Statement is filed with the SEC and the provisions of Section 7.15 ------------ apply, (i) in the case where the number of shares issuable upon the effectiveness of the shares in payment Resale Registration Statement is increased pursuant to Section 7.15(b), Parent and Buyer shall cause to be issued to Seller immediately --------------- upon the effectiveness of the Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that such shares therefore may not be resold without compliance with the registration requirements of Securities Act or Resale Registration Statement an applicable exemption therefrom. Such shares are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning of the Securities Act. Except as provided in the Disclosure Schedule, none of the shares issued in payment of the Stock Consideration will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates additional stock certificate representing the number of any such whole shares of Parent's common stock required to be issued to Seller in payment accordance with such Section, and (ii) in the case where the number of shares issuable upon the effectiveness of the Resale Registration Statement is decreased pursuant to Section 7.15(b), Parent --------------- and Buyer shall, upon delivery by Seller for cancellation to Buyer of the original stock certificate issued to Seller, cause to be issued to Seller immediately upon the effectiveness of the Resale Registration Statement a replacement stock certificate representing the total number of shares of Parent's common stock representing the Stock Consideration, as adjusted in accordance with such Section. In addition, whether at the Closing (in the event the Permit is issued prior to the Closing) or upon the effectiveness of the Resale Registration Statement (in the event the Permit is not issued prior to the Closing), Parent and Buyer shall, at the request of Seller, deliver such other instruments, coordinate with Parent's transfer agent, and use commercially reasonable efforts to do and perform such other acts and things as may be reasonably necessary to enable Seller to immediately sell, transfer or otherwise liquidate the shares of Parent's common stock constituting the Stock Consideration shall bear in the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWSpublic markets.

Stock Consideration. (a) The Stock Consideration to be acquired by the Seller will be acquired for investment for the Seller’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Stock Consideration. (b) The Seller understands that the Stock Consideration has not been, and will not be as of the Closing, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands that the Stock Consideration is “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Seller must hold the Stock Consideration indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Seller acknowledges that the issuance of the shares in payment of Company has no obligation to register the Stock Consideration has for resale. The Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not been registered under limited to, the Securities Act time and manner of 1933sale, as amended (the “Securities Act”) holding period for the Stock Consideration, and that such shares therefore may not be resold without compliance with on requirements relating to the registration requirements of Securities Act or an applicable exemption therefrom. Such shares Company which are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning outside of the Securities Act. Seller’s control. (c) Except as provided in Schedule 4.7, the Disclosure Schedule, none Seller is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the shares issued in payment of Securities Act. (d) The Seller understands that the Stock Consideration will be, directly may be notated with one or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates representing the shares to be issued to Seller in payment all of the Stock Consideration shall bear the following legendlegends: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE HEREBY HAVE NOT ISSUED IN A TRANSACTION BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY AND HAVE BEEN ACQUIRED WITHOUT FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION WITHIN TO, OR IN CONNECTION WITH, THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER IS COVERED BY MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE HOLDER REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ISSUERSECURITIES ACT OF 1933.” Plus, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWSany legend required by the securities laws of any state to the extent such laws are applicable to the Stock Consideration represented by the certificate, instrument, or book entry so legended.