the Corporation has been duly incorporated and organized pursuant to the provisions of the laws of the State of Delaware and is in good standing in filing all returns and notices required pursuant to the laws of Delaware and any other jurisdiction where such registration is necessary for the business of the Corporation;

Restricted Securities. The Purchaser 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 Purchaser will bear the restricted legend restricting transfer. The Purchaser is experienced in purchasing securities that are not readily transferable.

Restricted Securities. Such Investor understands that the Securities are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. Such Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Securities Representations. The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may then be listed. As a condition to the settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.

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. Such Sangre Member acknowledges being informed that the ​ Shares of ​ Common Stock to be issued pursuant to this Agreement shall be unregistered, shall be “restricted securities” as defined in paragraph # of Rule 144 under the Securities Act, and must be held indefinitely unless # they are subsequently registered under the Securities Act, or # an exemption from such registration is available. Such Sangre Member further acknowledges that ​ does not have an obligation to currently register such securities for the account of the Sangre Members.

Investment Securities. Section 3.26 of the ​ Disclosure Schedule sets forth the investment securities of ​ (the “​ Investment Securities”), as well as any purchases or sales of ​ Investment Securities between September 30, 2015 to and including the date hereof reflecting with respect to all such securities, whenever purchased or sold, descriptions thereof, CUSIP numbers, designations as securities “available for sale” or securities “held to maturity” (as those terms are used in ASC 320), book values and coupon rates, and any gain or loss with respect to any ​ Investment Securities sold during such time period after September 30, 2015. ​ does not own any of the outstanding equity of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company, mortgage or loan broker or any other financial institution other than ​.

Voting Securities. The definition of Voting Securities in the Agreement is hereby amended by changing every reference of “the Corporation” in such definition to “Holding.”

Restricted Securities. The Shareholders understand that the shares of Preferred Stock are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Shareholders pursuant hereto, the Preferred Stock would be acquired in a transaction not involving a public offering. The Shareholders further acknowledge that if the Preferred Stock are issued to the Shareholders in accordance with the provisions of this Agreement, such Preferred Stock may not be resold without registration under the Securities Act or the existence of an exemption therefrom.

Excluded Securities. For purposes of [Section 5.8.1], “Excluded Securities” means # securities issued upon the conversion or exercise of any Option or other Convertible Security which is outstanding as of the Effective Date; # Common Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock approved by the Corporation’s shareholders; # Common Stock, Options, or Convertible Securities issued to banks, equipment lessors or other financial institutions pursuant to a debt financing or equipment leasing approved by the Board of Directors of the Corporation; # shares of Common Stock, Options or Convertible Securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Corporation; # shares of Common Stock, Options or Convertible Securities issued as acquisition consideration pursuant to the acquisition of another corporation by the Corporation by merger, purchase of substantially all of the assets or other reorganization, each as approved by the Board of Directors of the Corporation and the shareholders of the Corporation, # Common Stock issued as dividends on the Corporation’s outstanding Series B Preferred Stock, # up to 375,000 shares of Common Stock sold by the Corporation in an at-the-market public offering on or after June 14, 2023 (the “ATM Shares”), provided the number of ATM Shares for purposes of this clause (vii) shall be adjusted proportionally for any stock splits and/or reverse stock splits effected by the Corporation after the Effective Date; and # any other securities that are classified as “Excluded Securities” for the purposes of [Section 5.8.1] by the written consent of the Holders of more than fifty percent of the outstanding shares of Series C Preferred Stock.