Did you receive such Registrable Securities listed above in Item 3 from the named selling securityholder(s) prior to the effectiveness of the Registration Statement?

No Shareholder Rights Prior to Exercise of RSUs. With respect to the RSUs, you will have no rights as a shareholder until the proper exercise of RSUs.

Accuracy of the Company’s and the Selling Stockholder’s Representations and Warranties; Performance by the Company and the Selling Stockholder. The Company and the Selling Stockholder shall have each delivered any certificates, opinions and letters of counsel and accountants’ letter, as applicable, as required to be delivered pursuant to Section 4 on or before the date on which delivery of such certificate is required pursuant to Section 4 hereof. The Selling Stockholder and the Company shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Selling Stockholder or the Company, as applicable, at or prior to such date, including, but not limited to, the covenants contained in Section 4(b)(iii).

SECTION # Company Officers; Employment Contracts; Equity Awards. Cafesa specifically recognizes and approves that on or prior to the Closing Date, JKDG will enter into an employment agreements with [[Selling Shareholders:Person]] as determined by and in form and substance reasonably satisfactory to [[Selling Shareholders:Person]] and JKDG and the basic terms of which are set forth in Article 1.

If the Firm is purchasing/selling or considering for purchase/sale any Security on behalf of a Client Account, no Access Person may effect a transaction in that Security prior to the client purchase/sale having been completed by the Firm, or until a decision has been made not to purchase/sell the Security on behalf of the Client Account.

Lessee shall use the premises for gas/Retail Convenience Store purposes only and for no other purpose without Lessor's prior written consent. Lessee shall not sublease any portion of the building or property. Notwithstanding the forgoing, Lessee shall not use the Premises for the purposes of storing, manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical, thing or device.

This Agreement supersedes any and all prior Agreements or understandings between the parties, including letters of intent or understanding, except for those documents specifically referred to within this Agreement.

Exercise Prior to Expiration. To the extent this Warrant is not previously exercised as to all of the Shares subject hereto, and if the fair market value of one share of the Applicable Stock is greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised pursuant to [Section 3(b)] above (even if not surrendered) immediately before its expiration. For purposes of such automatic exercise, the fair market value of one share of the Applicable Stock upon such expiration shall be determined pursuant to [Section 3(b)]. To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 10(b), the Company agrees co promptly notify the Holder of the number of Shares, if any, the Holder is to receive by reason of such automatic exercise.

Consent of Prior Creditors. To the extent that, by reason of any pre-existing relationship between [[Parties:Organization]] and any Party to this Agreement, [[Parties:Organization]] requires the consent of that Party to the sale of the 2024 Secured Notes and the Kicker Notes, that Party or Parties hereby consent to the sale of the 2024 Secured Notes and the Kicker Notes on the terms and conditions set forth herein.

Change to Prior Election. A Director may elect (using a form approved by the Company) to change a form of payment previously elected with respect to his or her Cash Account (or if the Director had made no election, then to elect a form other than the lump-sum), provided # such new election does not take effect until at least 12 months after the date the election is made, and # if commencement of payment is not related to the Director's Disability or death, the first payment with respect to which such new election is effective is deferred for a period of five years from the date such payment would otherwise have commenced.