Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from [[Organization B:Organization]] of the occurrence of any event of the kind described in [Section 3(d)(iii) through (vi)], such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by [[Organization B:Organization]] that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. [[Organization B:Organization]] will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. [[Organization B:Organization]] agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.

Asset Disposition. If the Borrower or any other Obligor receives any Net Cash Proceeds in excess of $2,000,000 in the aggregate for any single disposition or series of dispositions, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds of a Disposition no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

Securities Laws. The Company shall not be required to make payment with respect to any shares of common stock prior to the admission of such shares to listing on any stock exchange on which the stock may then be listed and the completion of any registration or qualification of such shares under any federal or state law or rulings or regulations of any government body that the Company, in its discretion, determines to be necessary or advisable.

Restricted Securities. The ​ understands that the Shares being purchased are characterized as “restricted securities” under the U.S. securities laws and that the Shares may be resold without registration only in certain limited circumstances, and that the Shares when issued to the ​ will bear the restricted legend restricting transfer. The ​ is experienced in purchasing securities that are not readily transferable.

The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to any registration statement.

“Disposition” or “Dispose” includes any sale and the making of any personal or charitable gift of Reportable Securities. “Family Member” of an Access Person means:

Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

If the Board deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Board may impose any restriction on Shares acquired pursuant to Awards under the Plan as it may deem advisable. All Shares transferred under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Board may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, and any applicable securities law. If so requested by the Company, the Grantee shall represent to the Company in writing that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933 or unless he or she shall have furnished to the Company evidence satisfactory to the Company that such registration is not required.

Securities Law Compliance. Each of FDOC and the CR Shareholders understand and agree that the consummation of this Agreement, including the issuance of the Exchange Shares upon Closing as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Each of FDOC and the CR Shareholders agree that such transactions shall be consummated in reliance on exemptions from the registration requirements of such statutes, which depend, among other items, on the circumstances under which such securities are acquired. Furthermore, in connection with the transactions contemplated by this Agreement, FDOC and the CR Shareholders shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, all to the extent and in the manner as may be deemed by the Parties to be appropriate.

Delivery of Securities. Upon delivery of the Common Shares to be sold by the Selling Stockholder pursuant to this Agreement to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) and as directed by the Agent, unless delivery is unnecessary because such Common Shares are already in possession of Cede or such nominee, and upon payment of the purchase price for such Common Shares, registration of such Common Shares in the name of Cede or such other nominee and the crediting of such Common Shares on the records of DTC to securities accounts (within the meaning of [Section 8-501(a)] of the UCC) of the Agent: # under [Section 8-501] of the UCC, the Agent will acquire a valid “security entitlement” in respect of such Common Shares and # assuming the Agent has so acquired such security entitlement without notice of any “adverse claim” (within the meaning of [Sections 8-102(a)(1) and 8-105]5] of the UCC) to such Common Shares, no action based on any “adverse claim” (within the meaning of [Section 8-102(a)(1) and 8-105]5] of the UCC) to such Common Shares may be asserted against the Agent; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery, registration and crediting occur, # such Common Shares being sold by the Selling Stockholder will have been registered in the name of Cede or such other nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, # DTC will be registered as a “clearing corporation” and thus a “securities intermediary” within the meaning of [Section 8-102] of the UCC and its jurisdiction for purposes of Article 8 of the UCC will be the State of New York and # appropriate entries to the securities account or accounts in the name of the Agent on the records of DTC will have been made pursuant to the UCC.

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Agent in writing # of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; # of the time and date of any filing of any post-effective amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus; # of the time and date that any post-effective amendment to the Registration Statement or any Rule 462(b) Registration Statement becomes effective; and # of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus or of any order preventing or suspending the use of any Free Writing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which they are listed for trading or included or designated for quotation, or, to the knowledge of the Company, of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions of Rule 424(b) and Rule 433, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) or Rule 433 were received in a timely manner by the Commission.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement and the amended and restated memorandum and articles of association of the Company, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance in accordance with the terms of this Agreement. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than # transfer restrictions hereunder and under the other agreements contemplated hereby, # transfer restrictions under federal and state securities laws, and # liens, claims or encumbrances imposed due to the actions of the Purchaser.