Necessary Information. The USMS acknowledges that it is basing its decision to sell the Shares upon information exclusively in its possession and is not relying upon statements, representations, or documents made or provided by the Purchaser (other than the representations and warranties set forth in [Section 4] of this Agreement), including that the USMS has not and does not expect to receive any material non-public information from the Purchaser (other than the terms of this Agreement), and that the USMS, and the USMS alone, is responsible for the decision to sell the Shares and all consequences which follow from it, both known and unknown, foreseeable or not foreseeable.

Necessary Information. The Purchaser acknowledges that it is basing its decision to purchase the Shares upon information exclusively in its possession and is not relying upon statements, representations, or documents made or provided by the United States, its agencies, employees, or contractors (other than the representations and warranties set forth in [Section 3] of this Agreement), including that the Purchaser has not and does not expect to receive any non-public information from the United States (other than the terms of this Agreement), and that the Purchaser, and the Purchaser alone, is responsible for the decision to purchase the Shares and all consequences which follow from it, both known and unknown, foreseeable or not foreseeable.

Necessary Actions. Subject to the terms and conditions herein provided, each of the Parties hereto agree to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. In the event at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the directors of ​ and the Sangre Members, as the case may be, agree to take such actions.

Necessary Approvals. All foreign, federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by this Agreement and the Warrant and necessary for the execution, delivery and performance of this Agreement and the Warrant and the consummation of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof shall have been complied with, and all consents, authorizations and orders of, and all filings and registrations with, all foreign, federal, state and local courts or governmental agencies and all foreign, federal, state and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of this Agreement and the Warrant and the consummation of the transactions contemplated hereby and thereby in accordance with the terms thereof shall have been obtained or made, including, without limitation, in each case those required under the 1933 Act, the 1934 Act, applicable state securities or “Blue Sky” laws or applicable rules and regulations of the Trading Market, or otherwise required by the Commission, the Trading Market or any state or foreign securities regulators.

Receipt and Release of Necessary Information. In implementing the terms of this ERA, the RPAC and Plan Administrator, as applicable, may, without the consent of or notice to any person, release to or obtain from any other insuring entity or other organization or person any information, with respect to any person, which the RPAC or Plan Administrator deems to be necessary for such purposes. Any Participant or Beneficiary claiming benefits under this ERA will furnish to the RPAC or Plan Administrator, as applicable, such information as may be necessary to determine eligibility for and amount of benefit, as a condition of claiming and receiving such benefit.

Participant hereby authorizes and directs Participant’s employer to collect, use and transfer in electronic or other form, any personal information (the “Data”) regarding Participant’s employment, the nature and amount of Participant’s compensation (including, but not limited to, Participant’s name, home address, telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of Shares held and the details of all restricted stock units or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding) for the purpose of implementing, administering and managing the Participant’s award under this Agreement. Participant understands that the Data may be transferred to the Company or any of its Subsidiaries, or to any third parties assisting in the implementation, administration and management of the award made under this Agreement, including any requisite transfer to a broker or other third party assisting with the vesting of restricted stock units under this Agreement or with whom Shares acquired upon the vesting of this restricted stock unit or cash from the sale of such shares may be

Reasonable and Necessary. Executive acknowledges that she is a key employee of the Company and that Executive participates in and contributes to key phases of the Company’s operations. Executive agrees that the covenants provided for in this [Section III] are reasonable and necessary to protect the Company and its confidential information, goodwill and other legitimate business interests and, without such protection, the Company’s relationships and competitive advantage would be materially adversely affected. Executive agrees that the provisions of this [Section III] are an essential inducement to the Company to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which Executive is a party or by which she is bound. Executive further acknowledges that the restrictions contained in this [Section III] shall not impose an undue hardship on her since she has general business skills which may be used in industries other than that in which the Company conducts its business and shall not deprive Executive of her livelihood. In exchange for Executive agreeing to be bound by these reasonable and necessary covenants, the Company is providing Executive with the benefits as set forth in this Agreement, including

Information. The Purchaser acknowledges review of reports filed by AVRS with the U.S. Securities and Exchange Commission, and that AVRS has provided the Purchaser with no indication of any value of the Shares or of AVRS. There have been no representations, warranties or promises made to Purchaser by AVRS or any representative of AVRS that the Shares will appreciate in value, or that there will be any market for the resale of the Shares by the Purchaser. The Purchaser understands that the Shares are extremely speculative and subject to a high degree of risk of loss of the Purchaser’s investment. The Purchaser and the Purchaser’s advisors, if any, have conducted their own investigation with respect to AVRS and the Shares, and have not relied upon any representation of AVRS in making the decision to invest in the Shares (other than those representations set forth in [Section 2] of this Agreement). The Purchaser has had an opportunity to discuss the terms and conditions of the investment in the Shares with management of AVRS and to obtain any additional information regarding the investment or AVRS that it has requested of management.

Information. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in [Section 3] below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

Information. Upon discovery of an Error, ​ agrees, if requested by Kx, to submit to Kx a listing of output and any other data that Kx may require in order to reproduce the Error and the operating conditions under which the Error occurred. Such listings and data shall be deemed as ​’s Confidential Information. When any Error arises with respect to the Licensed Software which may be caused by a third party’s equipment, software, modifications, improvements or service, ​ will first follow a reasonable screening procedure specified by Kx to identify the source of the Error. Such screening procedure may involve identifying any software that transmits data into or receives data from the Licensed Software. If after the screening procedure has been completed, ​ is still not able to determine the source of such Error, Kx will cooperate with ​ and/or a third party in determining the source of the Error until it is reasonably determined whether such Error is caused by ​’s or a third party’s equipment, software, modifications, improvements or service.