Common use of Acquisition of Stock for Investment Clause in Contracts

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- understands that the issuance of Xxxxxx Stock will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, accordingly, are restricted securities, and that he/she represents and warrants to Berens that his/her present intention is to receive and hold the Xxxxxx Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder understands that any sale by the Stockholder of any of the Xxxxxx Stock received under this Agreement will, under current law, require either (a) the registration of the Xxxxxx Stock under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired hereby. To assist in implementing the above provisions, the Stockholder hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Stock acquired hereby until the Xxxxxx Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- The Seller understands that ------------------------------------ the issuance of Xxxxxx Stock will common stock of Rick's has not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, accordingly, are restricted securities, and that he/she Seller represents and warrants to Berens RCI and Rick's that his/her its present intention is to receive and hold the Xxxxxx Stock common stock of Rick's for investment only and not with a view to the distribution or resale thereof. The Seller further acknowledges that it has had access to information regarding RCI and Rick's and its operations, and that Seller has such knowledge and experience in financial and business matters so as to be capable of evaluating the relative merits and risks of an investment in Rick's. Additionally, the Stockholder Seller understands that any sale by the Stockholder Seller of any of the Xxxxxx Stock common stock of Rick's received under this Agreement willAgreement, will under current law, require either (a) the registration of the Xxxxxx Stock common stock of Rick's under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder The Seller hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx Rick's an opinion of counsel reasonably acceptable to Xxxxxx Rick's prior to any subsequent transfer of the Xxxxxx Stockcommon stock of Rick's, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder Seller further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx Rick's any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock common stock of Rick's acquired hereby. To assist in implementing the above provisions, the Stockholder Seller hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Stock common stock of Rick's acquired hereby until the Xxxxxx Stock common stock of Rick's has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM." In addition, the Seller consents to Rick's placing a "stop transfer notation" in its corporate records concerning the transfer of the common stock of Rick's acquired by the Seller.

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- The Seller understands that the issuance of Xxxxxx the Purchaser Common Stock (as referenced in Section 3.2 herein) will not have been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), or any state securities acts, and, and accordingly, are restricted securities, and that he/she the Seller represents and warrants to Berens the Purchaser that his/her the present intention of the Seller is to receive and hold the Xxxxxx Purchaser Common Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder Seller understands that any sale by the Stockholder of any of the Xxxxxx issued Purchaser Common Stock received under this Agreement willwill require, under current law, require either (a) the registration of the Xxxxxx such Purchaser Common Stock under the Securities Act and applicable state securities acts; (b) compliance with Rule 144 of the Securities Act; or (c) the availability of an exemption from the registration requirements of the Securities Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired hereby. To assist in implementing the above provisions, the Stockholder Seller hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Purchaser Common Stock acquired hereby until the Xxxxxx Purchaser Common Stock has have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."”

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- The Seller understands that the issuance of Xxxxxx Stock the TRCH Shares (as referenced in Section 1.2 herein) will not have been registered under the Securities Act of 1933, as amended (the "“Act"”), or any state securities acts, and, and accordingly, are restricted securities, and that he/she the Seller represents and warrants to Berens the Purchaser that his/her the present intention of the Seller is to receive and hold the Xxxxxx Stock TRCH Shares for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder Seller understands that any sale by the Stockholder of any of the Xxxxxx Stock received under this Agreement willTRCH Shares issued, under current law, will require either (a) the registration of the Xxxxxx Stock such TRCH Shares under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired hereby. To assist in implementing the above provisions, the Stockholder Seller hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Stock TRCH Shares acquired hereby until the Xxxxxx Stock has TRCH Shares have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."”

Acquisition of Stock for Investment. Each The Stockholder --------------------------------------- understands that the issuance of Xxxxxx Rick's Stock will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, accordingly, are restricted securities, and that he/she represents and warrants to Berens Rick's that his/her present intention is to receive and hold the Xxxxxx Rick's Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder understands that any sale by the Stockholder of any of the Xxxxxx Rick's Stock received under this Agreement will, under current law, require either (a) the registration of the Xxxxxx Rick's Stock under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless The Stockholder understands that Rick's has not undertaken and does not presently intend to file a Registration Statement had been filed to register the Xxxxxx Stock, Rick's Stock to be issued to the Stockholder. The Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx Rick's an opinion of counsel reasonably acceptable to Xxxxxx Rick's prior to any subsequent transfer of the Xxxxxx Rick's Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx Rick's any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Rick's Stock acquired hereby. To assist in implementing the above provisions, the Stockholder hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Rick's Stock acquired hereby until the Xxxxxx Rick's Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM." In addition, each Stockholder consents to Rick's placing a "stop transfer notation" in its corporate records concerning the transfer of the Rick's Stock acquired by each Stockholder.

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- The Seller understands that the any issuance of Xxxxxx Stock the Rick’s Transaction Shares will not have been registered under the Securities Act of 1933, as amended (the "“Act"”), or any state securities acts, and, and accordingly, are restricted securities, and that he/she the Seller represents and warrants to Berens the Buyer that his/her the present intention of the Seller is to receive and hold the Xxxxxx Stock Rick’s Transaction Shares for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder understands Seller understand that any sale by the Stockholder of any of the Xxxxxx Stock received under this Agreement willRick’s Transaction Shares issued, under current law, will require either (a) the registration of the Xxxxxx Stock Rick’s Transaction Shares under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired hereby. To assist in implementing the above provisions, the Stockholder Seller hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Stock Rick’s Transaction Shares acquired hereby until the Xxxxxx Stock has Rick’s shares have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."”

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- The Buyer understands ----------------------------------- that the issuance of Xxxxxx Sharp Stock and the Sharp Warrants will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, accordingly, are restricted securities, and that he/she the Buyer represents and warrants to Berens the Seller that his/her the Buyer's present intention is to receive and hold the Xxxxxx Sharp Stock and the Sharp Warrants for investment only and not with a view to the distribution or resale thereof. Buyer further represents and acknowledges that he is an Accredited Investor as that term is defined in Rule 501(a) of Regulation D of the Act. Additionally, the Stockholder Buyer understands that any sale by the Stockholder Buyer of any of the Xxxxxx Sharp Stock received under this Agreement or the Sharp Warrants will, under current law, require either either: (a) the registration of the Xxxxxx Sharp Stock or the Sharp Warrants under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless The Buyer understands that the Seller has not undertaken and does not presently intend to file a Registration Statement had been filed to register the Xxxxxx Stock, Sharp Stock and the Stockholder hereby Sharp Warrants that is to be issued to the Buyer. The Buyer agrees to execute, deliver, furnish or otherwise provide to Xxxxxx the Seller an opinion of counsel reasonably acceptable to Xxxxxx the Seller prior to any subsequent transfer of the Xxxxxx StockSharp Stock and the Sharp Warrants, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further Buyer agrees to execute, deliver, furnish or otherwise provide to Xxxxxx the Seller any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Sharp Stock and the Sharp Warrants acquired hereby. To assist in implementing the above provisions, the Stockholder Buyer hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Sharp Stock and the Sharp Warrants acquired hereby until the Xxxxxx Sharp Stock has and the Sharp Warrants have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- understands The Seller and Shareholders understand that the issuance of Xxxxxx Stock HOBC stock will not have been registered under the Securities Act of 1933, as amended (the "“Act"”), or any state securities acts, and, and are accordingly, are restricted securities, and that he/she the Seller represents and warrants to Berens the Buyer that his/her the Seller’s and the Shareholders’ present intention is to receive and hold the Xxxxxx Stock HOBC stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder understands Seller and the Shareholders understand that any sale by the Stockholder of any of the Xxxxxx Stock received under this Agreement willHOBC stock, under current law, will require either (a) the registration of the Xxxxxx Stock HOBC stock under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless The Seller understands that the Buyer has not undertaken and does not presently intend to file a Registration Statement had been filed to register the Xxxxxx Stock, HOBC stock that is to be issued to the Stockholder hereby Seller as contemplated herein. The Seller agrees to execute, deliver, furnish or otherwise provide to Xxxxxx the Buyer an opinion of counsel reasonably acceptable to Xxxxxx the Buyer prior to any subsequent transfer of the Xxxxxx StockHOBC stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired hereby. To assist in implementing the above provisions, the Stockholder Seller and the Shareholders hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Stock common stock of the Buyer acquired hereby until the Xxxxxx Stock common stock of the Buyer has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."”

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- understands of the Sellers understand that the any issuance of Xxxxxx Stock the Rick’s Shares (as referenced in Section 1.2 herein) will not have been registered under the Securities Act of 1933, as amended (the "“Act"”), or any state securities acts, and, and accordingly, are restricted securities, and that he/she each of the Sellers represents and warrants to Berens the Buyer that his/her the present intention of Sellers is to receive and hold the Xxxxxx Stock Rick’s Shares for investment only and not with a view to the distribution or resale thereof. Additionally, each of the Stockholder understands Sellers understand that any sale by the Stockholder of any of the Xxxxxx Stock received under this Agreement willRick’s Shares issued, under current law, will require either (a) the registration of the Xxxxxx Stock Rick’s Shares under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired hereby. To assist in implementing the above provisions, each of the Stockholder Sellers hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Stock Rick’s Shares acquired hereby until the Xxxxxx Stock has Rick’s Shares have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."”

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- understands The Seller and the Control ----------------------------------- Stockholders understand that the issuance of Xxxxxx Stock will common stock of the Buyer hereunder --------- has not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, accordingly, are restricted securities, and that he/she Seller represents and warrants to Berens the Buyer that his/her the Seller's and the Control Stockholder's present intention is to receive and hold the Xxxxxx Stock common stock of the Buyer for investment only and not with a view to the distribution or resale thereof. The Seller and the Control Stockholders further acknowledge that each of them has had access to information regarding the Buyer and its operations, and that the Seller and the Control Stockholders have such knowledge and experience in financial and business matters so as to be capable of evaluating the relative merits and risks of an investment in the Buyer. The Seller and the Control Stockholders have had an opportunity to review the following documents of the Buyer: Form 10-KSB for the year ended December 31, 2001, and all subsequent Forms 10-QSB and Forms 8-K up to the date first written above. Additionally, the Stockholder understands Seller and the Control Stockholders understand that any sale by the Stockholder Seller or the Control Stockholders of any of the Xxxxxx Stock common stock of the Buyer received under this Agreement Agreement, will, under current law, require either (a) the registration of the Xxxxxx Stock common stock of the Buyer under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register Assuming full compliance with the Xxxxxx Stockapplicable federal and state securities laws, the Stockholder Buyer, at the request of the Seller or any person who owns shares of the Seller as of the date of this Agreement (a "Galt Stockholder") , hereby agrees to executerequest the Buyer's legal counsel, deliverat no cost or expense to Seller or any such Galt Stockholder, furnish or otherwise provide to Xxxxxx render an opinion of counsel that is reasonably acceptable to Xxxxxx the Seller or Galt Stockholder, prior to any subsequent transfer of the Xxxxxx Stockcommon stock of the Buyer from the Seller or any such Galt Stockholder, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder Seller and the Control Stockholders further agrees agree to execute, deliver, furnish or otherwise provide to Xxxxxx the Buyer any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock common stock of the Buyer acquired hereby. To assist in implementing the above provisions, the Stockholder Seller and the Control Stockholders hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Stock common stock of the Buyer acquired hereby until the Xxxxxx Stock common stock of the Buyer has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED HAVE BEENACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM." In addition, the Seller and the Control Stockholders consent to the Buyer placing a "stop transfer notation" in its corporate records concerning the transfer of the common stock of the Buyer acquired by the Seller.

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- The Seller understands that the issuance of Xxxxxx COBB Stock will not have been registered under the Securities Act of 19331000, as amended (the "Act"), or any state securities acts, and, accordingly, are restricted securities, and that he/she the Seller represents and warrants to Berens COBB that his/her the Seller's present intention is to receive and hold the Xxxxxx holx xxe COBB Stock for investment only and not with a view to the distribution distrixxxxon or resale thereof. Additionally, the Stockholder Seller understands that any sale by the Stockholder Seller of any of the Xxxxxx COBB Stock received under this Agreement will, under current law, require requxxx either (a) the registration of the Xxxxxx COBB Stock under the Act and applicable state securities acts; (b) compliance xxmpliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless The Seller understands that COBB has not undertaken and does not presently intend to file a Registration Statement had been filed rexxxxration statement to register the Xxxxxx Stock, COBB Stock to be issued to the Stockholder Seller. The Seller hereby agrees to executeexxxxxe, deliver, furnish or otherwise provide to Xxxxxx COBB an opinion of counsel reasonably acceptable to Xxxxxx COBB, prior to any tx xxy subsequent transfer of the Xxxxxx COBB Stock, that such transfer xxxnsfer will not violate the registration requirements requxxxxents of the federal or state securities acts. The Stockholder Seller further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx COBB any documents or instruments as may be reasonably necessary or desirable ox xxsirable in order to evidence and record the Xxxxxx COBB Stock acquired hereby. To assist in implementing the above provisionsxxxvisions, the Stockholder Seller hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx COBB Stock acquired hereby until the Xxxxxx COBB Stock has been sold, transferredtxxxxferred, or otherwise disposed of, pursuant pxxxxant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM." In addition, each Seller consents to COBB placing a "stop transfer notation" in its corporate records concexxxxg the transfer of the COBB Stock acquired by each Seller.

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- The Seller understands that the any issuance of Xxxxxx Stock the Shares (as referenced in Section 1.2 herein) will not have been registered under the Securities Act of 1933, as amended (the "“Act"”), or any state securities acts, and, and accordingly, are restricted securities, and that he/she the Seller represents and warrants to Berens the Buyer and Rick’s that his/her the Seller’s present intention is to receive and hold the Xxxxxx Stock Shares for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder Seller understands that any sale by the Stockholder of any of the Xxxxxx Stock received under this Agreement willShares issued, under current law, will require either (a) the registration of the Xxxxxx Stock Shares under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired hereby. To assist in implementing the above provisions, the Stockholder Seller hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Stock Shares acquired hereby until the Xxxxxx Stock has Shares have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."”

Acquisition of Stock for Investment. Each Stockholder The Seller --------------------------------------- understands that the any issuance of Xxxxxx Stock the Shares (as referenced in Section 1.2 herein) will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, and are accordingly, are restricted securities, and that he/she the Seller represents and warrants to Berens the Purchaser that his/her the Seller's present intention is to receive and hold the Xxxxxx Stock Shares for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder Seller understands that any sale by the Stockholder of any of the Xxxxxx Stock received under this Agreement willShares issued, under current law, will require either (a) the registration of the Xxxxxx Stock Shares under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired hereby. To assist in implementing the above provisions, the Stockholder Seller hereby consents consent to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Stock Shares acquired hereby until the Xxxxxx Stock has Shares have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR ============= INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

Acquisition of Stock for Investment. Each Stockholder Stockholder1 and --------------------------------------- understands Stockholder2 understand that the issuance of Xxxxxx HYPD Stock will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any national or state securities acts, and, accordingly, are restricted securities, and that he/she it represents and warrants to Berens HYPD that his/her its present intention is to receive and hold the Xxxxxx HYPD Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder understands Sellers understand that any sale by the Stockholder Stockholder1 or Stockholder2 of any of the Xxxxxx HYPD Stock received under this Agreement will, under current law, require either (a) the registration of the Xxxxxx HYPD Stock under the Act and applicable national or state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable national or state securities acts. Unless The Sellers understand that HYPD has not undertaken and does not presently intend to file a Registration Statement had been filed to register the Xxxxxx Stock, HYPD Stock to be issued to the Stockholder Sellers. The Sellers hereby agrees agree to execute, deliver, furnish or otherwise provide to Xxxxxx HYPD an opinion of counsel reasonably acceptable to Xxxxxx HYPD prior to any subsequent transfer of the Xxxxxx HYPD Stock, that such transfer will not violate the registration requirements of the federal or national or state securities acts. The Stockholder Sellers further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx HYPD any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx HYPD Stock acquired hereby. To assist in implementing the above provisions, the Stockholder Sellers hereby consents consent to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx HYPD Stock acquired hereby until the Xxxxxx HYPD Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM." In addition, the Sellers consent to HYPD placing a "stop transfer notation" in its corporate records concerning the transfer of the HYPD Stock acquired by the Sellers.

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- understands The Stockholders understand that the issuance of Xxxxxx Sheer Stock will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, accordingly, are restricted securities, and that he/she he represents and warrants to Berens Sheer that his/her his present intention is to receive and hold the Xxxxxx Sheer Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder understands Stockholders understand that any sale by the Stockholder Stockholders of any of the Xxxxxx Sheer Stock received under this Agreement will, under current law, require either either: (a) the registration of the Xxxxxx Sheer Stock under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless The Stockholders understands that Sheer has not undertaken and does not presently intend to file a Registration Statement had been filed to register the Xxxxxx Stock, Sheer Stock that is to be issued to the Stockholder Stockholder. The Stockholders hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx Sheer an opinion of counsel reasonably acceptable to Xxxxxx Sheer prior to any subsequent transfer of the Xxxxxx Sheer Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder Stockholders further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx Sheer any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Sheer Stock acquired hereby. To assist in implementing the above provisions, the Stockholder Stockholders hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Sheer Stock acquired hereby until the Xxxxxx Sheer Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO EXEMPTION FROM REGISTRATION CONTAINED IN REGULATION S OF THE SECURITIES ACT OF 1933 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE FOREIGN SECURITIES ACTS. THESE SECURITIES MUST MAY ONLY BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT RESOLD IN COMPLIANCE WITH REGULATION S OF THE REGISTRATION AND QUALIFICATION PROVISIONS SECURITIES ACT OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM1933."

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- Seller understands that the ----------------------------------- any issuance of Xxxxxx Rick's Common Stock upon the conversion of the Promissory Note (as referenced in Section 1.2 herein) will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, and are accordingly, are restricted securities, and that he/she Seller represents and warrants to Berens the Purchaser and Rick's that his/her Seller's present intention if Purchaser chooses to convert, is to receive and hold the Xxxxxx Rick's Common Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder Seller understands that any sale by the Stockholder of any of the Xxxxxx Rick's Common Stock received under this Agreement willissued, under current law, will require either (a) the registration of the Xxxxxx Rick's Common Stock under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless Seller understands that Rick's intends to file a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, Rick's Common Stock that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order issued to evidence and record Seller as contemplated herein within sixty (60) days after the Xxxxxx Stock acquired herebyClosing. To assist in implementing the above provisions, the Stockholder Seller hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Rick's Common Stock acquired hereby until the Xxxxxx Rick's Common Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR INVESTMENT, ARE -------- RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

Acquisition of Stock for Investment. Each The Stockholder --------------------------------------- understands that the issuance of Xxxxxx FCAI Stock will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any national or state securities acts, and, accordingly, are restricted securities, and that he/she represents and warrants to Berens FCAI that his/her present intention is to receive and hold the Xxxxxx FCAI Stock for investment only and not with a view to the distribution or resale thereof. thereof Additionally, the Stockholder understands that any sale by the Stockholder of any of the Xxxxxx FCAI Stock received under this Agreement will, under current law, require either (a) the registration of the Xxxxxx FCAI Stock under the Act and applicable national or state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable national or state securities acts. Unless The Stockholder understands that FCAI has not undertaken and does not presently intend to file a Registration Statement had been filed to register the Xxxxxx Stock, FCAI Stock to be issued to the Stockholder. The Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx FCAI an opinion of counsel reasonably acceptable to Xxxxxx FCAI prior to any subsequent transfer of the Xxxxxx FCAI Stock, that such transfer will not violate the registration requirements of the federal or national or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx FCAI any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx FCAI Stock acquired hereby. To assist in implementing the above provisions, the Stockholder hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx FCAI Stock acquired hereby until the Xxxxxx FCAI Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. hereof The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM." In addition, each Stockholder consents to FCAI placing a "stop transfer notation" in its corporate records concerning the transfer of the FCAI Stock acquired by each Stockholder,

Acquisition of Stock for Investment. Each Stockholder The Seller --------------------------------------- understands that the any issuance of Xxxxxx Stock the Shares (as referenced in Section 1.2 herein) will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, and accordingly, are restricted securities, and that he/she the Seller represents and warrants to Berens the Buyer and Rick's that his/her the Seller's present intention is to receive and hold the Xxxxxx Stock Shares for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder Seller understands that any sale by the Stockholder of any of the Xxxxxx Stock received under this Agreement willShares issued, under current law, will require either (a) the registration of the Xxxxxx Stock Shares under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired hereby. To assist in implementing the above provisions, the Stockholder Seller hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Stock Shares acquired hereby until the Xxxxxx Stock has Shares have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

Acquisition of Stock for Investment. Each The Stockholder --------------------------------------- understands that the issuance of Xxxxxx HYPD Stock will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any national or state securities acts, and, accordingly, are restricted securities, and that he/she it represents and warrants to Berens HYPD that his/her its present intention is to receive and hold the Xxxxxx HYPD Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder understands that any sale by the Stockholder of any of the Xxxxxx HYPD Stock received under this Agreement will, under current law, require either (a) the registration of the Xxxxxx HYPD Stock under the Act and applicable national or state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable national or state securities acts. Unless The Stockholder understands that HYPD has not undertaken and does not presently intend to file a Registration Statement had been filed to register the Xxxxxx Stock, HYPD Stock to be issued to the Stockholder. The Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx HYPD an opinion of counsel reasonably acceptable to Xxxxxx HYPD prior to any subsequent transfer of the Xxxxxx HYPD Stock, that such transfer will not violate the registration requirements of the federal or national or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx HYPD any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx HYPD Stock acquired hereby. To assist in implementing the above provisions, the Stockholder hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx HYPD Stock acquired hereby until the Xxxxxx HYPD Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM." In addition, the Stockholder consents to HYPD placing a "stop transfer notation" in its corporate records concerning the transfer of the HYPD Stock acquired by the Stockholder.

Acquisition of Stock for Investment. Each The Stockholder --------------------------------------- understands that the issuance of Xxxxxx FCAI Stock will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any national or state securities acts, and, accordingly, are restricted securities, and that he/she represents and warrants to Berens FCAI that his/her present intention is to receive and hold the Xxxxxx FCAI Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder understands that any sale by the Stockholder of any of the Xxxxxx FCAI Stock received under this Agreement will, under current law, require either (a) the registration of the Xxxxxx FCAI Stock under the Act and applicable national or state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable national or state securities acts. Unless The Stockholder understands that FCAI has not undertaken and does not presently intend to file a Registration Statement had been filed to register the Xxxxxx Stock, FCAI Stock to be issued to the Stockholder. The Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx FCAI an opinion of counsel reasonably acceptable to Xxxxxx FCAI prior to any subsequent transfer of the Xxxxxx FCAI Stock, that such transfer will not violate the registration requirements of the federal or national or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx FCAI any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx FCAI Stock acquired hereby. To assist in implementing the above provisions, the Stockholder hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx FCAI Stock acquired hereby until the Xxxxxx FCAI Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

Acquisition of Stock for Investment. Each Stockholder The Sellers --------------------------------------- understands understand that the any issuance of Xxxxxx Rick's Common Stock upon the conversion of the Promissory Note (as referenced in Section 1.2 herein) will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, and are accordingly, are restricted securities, and the Sellers represent and warrant to the Purchaser and Rick's that he/she represents and warrants to Berens that his/her the Sellers' present intention if Purchaser chooses to convert, is to receive and hold the Xxxxxx Rick's Common Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder understands Sellers understand that any sale by the Stockholder of any of the Xxxxxx Rick's Common Stock received under this Agreement willissued, under current law, will require either (a) the registration of the Xxxxxx Rick's Common Stock under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless The Sellers understand that Rick's intends to file a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, Rick's Common Stock that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order issued to evidence and record the Xxxxxx Stock acquired herebySellers as contemplated herein within sixty (60) days after the Closing. To assist in implementing the above provisions, the Stockholder Sellers hereby consents consent to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Rick's Common Stock acquired hereby until the Xxxxxx Rick's Common Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR INVESTMENT, ARE -------- RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

Acquisition of Stock for Investment. Each The Stockholder --------------------------------------- ---------------------------------------- understands that the issuance of Xxxxxx FCAI Stock will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any national or state securities acts, and, accordingly, are restricted securities, and that he/she represents and warrants to Berens FCAI that his/her present intention is to receive and hold the Xxxxxx FCAI Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder understands that any sale by the Stockholder of any of the Xxxxxx FCAI Stock received under this Agreement will, under current law, require either (a) the registration of the Xxxxxx FCAI Stock under the Act and applicable national or state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable national or state securities acts. Unless The Stockholder understands that FCAI has not undertaken and does not presently intend to file a Registration Statement had been filed to register the Xxxxxx Stock, FCAI Stock to be issued to the Stockholder. The Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx FCAI an opinion of counsel reasonably acceptable to Xxxxxx FCAI prior to any subsequent transfer of the Xxxxxx FCAI Stock, that such transfer will not violate the registration requirements of the federal or national or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx FCAI any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx FCAI Stock acquired hereby. To assist in implementing the above provisions, the Stockholder hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx FCAI Stock acquired hereby until the Xxxxxx FCAI Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENTiNVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- understands that the issuance of Xxxxxx Berens Stock will not have been registered regxxxxxxd under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, accordingly, are restricted securities, and that he/she represents and warrants to Berens that his/her present intention is to receive and hold the Xxxxxx Berens Stock for investment only and onlx xxx not with a view to the distribution or resale thereof. Additionally, the Stockholder understands that any sale by the Stockholder of any of the Xxxxxx Berens Stock received under this Agreement Agxxxxxxt will, under current law, require either (a) the registration of the Xxxxxx Berens Stock under the Act and applicable applxxxxxx state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Berens Stock, the Stockholder hereby agrees herxxx xxrees to execute, deliver, furnish or otherwise provide to Xxxxxx Berens an opinion of counsel reasonably reasonxxxx acceptable to Xxxxxx Berens prior to any subsequent transfer of tranxxxx xf the Xxxxxx Berens Stock, that such transfer will not wxxx xxt violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx Berens any documents or instruments as may xx xxy be reasonably necessary or desirable in order to evidence and record the Xxxxxx Berens Stock acquired hereby. To Xx assist in implementing the above provisions, the Stockholder hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Berens Stock acquired hereby until the Xxxxxx xxx Xerens Stock has been sold, transferredtransfexxxx, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

Acquisition of Stock for Investment. Each The Stockholder --------------------------------------- understands that the issuance of Xxxxxx FCII Stock will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any national or state securities acts, and, accordingly, are restricted securities, and that he/she represents and warrants to Berens FCII that his/her present intention is to receive and hold the Xxxxxx FCII Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder understands that any sale by the Stockholder of any of the Xxxxxx FCII Stock received under this Agreement will, under current law, require either (a) the registration of the Xxxxxx FCII Stock under the Act and applicable national or state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable national or state securities acts. Unless The Stockholder understands that FCII has not undertaken and does not presently intend to file a Registration Statement had been filed to register the Xxxxxx Stock, FCII Stock to be issued to the Stockholder. The Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx FCII an opinion of counsel reasonably acceptable to Xxxxxx FCII prior to any subsequent transfer of the Xxxxxx FCII Stock, that such transfer will not violate the registration requirements of the federal or national or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx FCII any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx FCII Stock acquired hereby. To assist in implementing the above provisions, the Stockholder hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx FCII Stock acquired hereby until the Xxxxxx FCII Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM." In addition, each Stockholder consents to FCII placing a "stop transfer notation" in its corporate records concerning the transfer of the FCII Stock acquired by each Stockholder.

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- The Seller understands that the any issuance of Xxxxxx Brussels Common Stock (as referenced in Section 1.2 herein) will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, and are accordingly, are restricted securities, and that he/she the Seller represents and warrants to Berens the Purchaser that his/her the Seller’s present intention is to receive and hold the Xxxxxx Brussels Common Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder Seller understands that any sale by the Stockholder of any of the Xxxxxx Brussels Common Stock received under this Agreement willissued, under current law, will require either (a) the registration of the Xxxxxx Brussels Common Stock under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired hereby. To assist in implementing the above provisions, the Stockholder Seller hereby consents consent to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Brussels Common Stock acquired hereby until the Xxxxxx Brussels Common Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

Acquisition of Stock for Investment. Each The Stockholder --------------------------------------- understands that the issuance of Xxxxxx Taurus Stock will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, accordingly, are restricted securities, and that he/she he represents and warrants to Berens Taurus that his/her his present intention is to receive and hold the Xxxxxx Taurus Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder understands that any sale by the Stockholder of any of the Xxxxxx Taurus Stock received under this Agreement will, under current law, require either either: (a) the registration of the Xxxxxx Taurus Stock under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless The Stockholder understands that Taurus has not undertaken and does not presently intend to file a Registration Statement had been filed to register the Xxxxxx Stock, Taurus Stock that is to be issued to the Stockholder. The Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx Taurus an opinion of counsel reasonably acceptable to Xxxxxx Taurus prior to any subsequent transfer of the Xxxxxx Taurus Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx Taurus any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Taurus Stock acquired hereby. To assist in implementing the above provisions, the Stockholder hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Taurus Stock acquired hereby until the Xxxxxx Taurus Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- The Seller understands that the issuance of Xxxxxx the Purchaser Common Stock (as referenced in Section 3.2 herein) will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities acts, and, and accordingly, are restricted securities, and that he/she the Seller represents and warrants to Berens the Purchaser that his/her the present intention of the Seller is to receive and hold the Xxxxxx Purchaser Common Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder Seller understands that any sale by the Stockholder of any of the Xxxxxx issued Purchaser Common Stock received under this Agreement willwill require, under current law, require either (a) the registration of the Xxxxxx such Purchaser Common Stock under the Securities Act and applicable state securities acts; (b) compliance with Rule 144 of the Securities Act; or (c) the availability of an exemption from the registration requirements of the Securities Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired hereby. To assist in implementing the above provisions, the Stockholder Seller hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Purchaser Common Stock acquired hereby until the Xxxxxx Purchaser Common Stock has have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- The Seller understands that the any issuance of Xxxxxx Stock the Shares (as referenced in Section 3 herein) will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, and are accordingly, are restricted securities, and that he/she the Seller represents and warrants to Berens the Purchaser that his/her the Seller's present intention is to receive and hold the Xxxxxx Stock Shares for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder Seller understands that any sale by the Stockholder of any of the Xxxxxx Stock received under this Agreement willShares issued, under current law, will require either (a) the registration of the Xxxxxx Stock Shares under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register The Seller represents that he is an "Accredited Investor" as that term is defined in the Xxxxxx StockSecurities Act of 1933, as amended. The Seller also represents that he is acquiring the Stockholder hereby agrees to executeShares solely for his own beneficial account, deliverfor investment purposes, furnish and not with view to, or for resale in connection with, any distribution of the Shares. The Seller understands that the Purchaser is relying upon the representations, covenants and agreements contained in this Agreement (and any supplemental information) for the purposes of determining whether this transaction meets the requirements for such exemptions. The Seller has not offered or sold any portion of the Shares and has no present intention of dividing such Shares with others or of reselling or otherwise provide to Xxxxxx an opinion disposing of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer portion of such Share either currently or after the Xxxxxx Stock, that such transfer will not violate passage of a fixed or determinable period of time or upon the registration requirements occurrence or nonoccurrence of the federal any predetermined event or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired herebycircumstance. To assist in implementing the above provisions, the Stockholder Seller hereby consents consent to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Stock Shares acquired hereby until the Xxxxxx Stock has Shares have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

Acquisition of Stock for Investment. Each Stockholder --------------------------------------- understands of the Sellers and DPC understand that the any issuance of Xxxxxx Stock the Shares (as referenced in Section 1.4 herein) will not have been registered under the Securities Act of 1933, as amended (the "“Act"”), or any state securities acts, and, and accordingly, are restricted securities, and each of the Sellers and DPC represent and warrant to the Buyer, RCI and Rick’s that he/she represents and warrants to Berens that his/her the present intention of Sellers and DPC is to receive and hold the Xxxxxx Stock Shares for investment only and not with a view to the distribution or resale thereof. Additionally, each of the Stockholder understands Sellers and DPC understand that any sale by the Stockholder of any of the Xxxxxx Stock received under this Agreement willShares issued, under current law, will require either (a) the registration of the Xxxxxx Stock Shares under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired hereby. To assist in implementing the above provisions, each of the Stockholder Sellers and DPC hereby consents consent to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Stock Shares acquired hereby until the Xxxxxx Stock has Shares have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."”