Common use of Rule 145 Clause in Contracts

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates of the Company identified on Schedule 2.23 attached hereto will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear the appropriate legend.

Rule 145. All shares of Parent Common Preferred Stock issued pursuant to this Agreement to Affiliates “affiliates” of the Company identified on Schedule 2.23 attached hereto will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear the an appropriate restrictive legend.

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates “affiliates” of the Company identified set forth on Schedule 2.23 attached hereto 2.19 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear the an appropriate restrictive legend.

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates "affiliates" of the Company identified on listed in Schedule 2.23 attached hereto 1.12 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear the an appropriate restrictive legend.

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates “affiliates” of the Company identified on listed in Schedule 2.23 attached hereto 1.12 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear the an appropriate restrictive legend.

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates "affiliates" of the Company identified listed on Schedule 2.23 attached hereto 1.15 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear the an appropriate restrictive legend.

Rule 145. All shares of Parent Xxxxxxxx Common Stock issued pursuant to this Agreement to Affiliates of the Company identified on Schedule 2.23 attached hereto will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear the an appropriate restrictive legend.

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates ‘‘affiliates’’ of the Company identified on listed in Schedule 2.23 attached hereto 1.12 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear the an appropriate restrictive legend.

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates affiliates of the Company identified on Schedule 2.23 1.15 attached hereto will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear the appropriate legend.

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates "affiliates" of the Company identified listed on Schedule 2.23 attached hereto 1.15 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend. At the appropriate legendClosing, Parent and the Stockholders shall execute and deliver a Registration Rights Agreement in the form annexed hereto as Exhibit E with respect to registration of the shares of Parent Common Stock under the Securities Act (the "Registration Rights Agreement").

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates “affiliates” of the Company identified listed on Schedule 2.23 attached hereto 1.14 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and all certificates representing such shares shall bear an appropriate restrictive legend. At the appropriate legendClosing, Parent and the Members shall execute and deliver a Registration Rights Agreement in the form annexed hereto as Exhibit F with respect to registration of the shares of Parent Common Stock under the Securities Act (the “Registration Rights Agreement”).

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates “affiliates” of the Company identified listed on Schedule 2.23 attached hereto 1.16 will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and all certificates representing such shares shall bear an appropriate restrictive legend. At the appropriate legendClosing, Parent and the Members shall execute and deliver a Registration Rights Agreement in the form annexed hereto as Exhibit D with respect to registration of the shares of Parent Common Stock under the Securities Act (the “Registration Rights Agreement”).

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates of the Company identified on Schedule 2.23 attached hereto will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear the an appropriate restrictive legend.

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates “affiliates” of the Company identified on Schedule 2.23 1.24 attached hereto will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act (as defined herein) and all certificates representing such shares shall bear the an appropriate restrictive legend.

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates “affiliates” of the Company identified on Schedule 2.23 attached hereto will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear the an appropriate restrictive legend.

Rule 145. All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates of the Company identified on Schedule 2.23 attached hereto Shareholder will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend. At the appropriate legendClosing, Parent and the Shareholder shall execute and deliver a Registration Rights Agreement covering all shares of Parent Common Stock issued pursuant to this Agreement (including the Escrow Shares) pursuant to Section 6.12 hereof.