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

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.

Applicable to any Status. Employee acknowledges and agrees that the post-employment obligations of this Agreement shall be applicable to Employee regardless of whether Employee engages in any such competing business activity directly (or indirectly via personal contacts) as an individual or as a sole proprietor, stockholder, partner, member, officer, director, employee, agent, consultant, or independent contractor of any other entity.

Reasonable Restriction. In signing this Agreement, Employee is fully aware of the restrictions that this Agreement places upon Employee’s future employment or contractual opportunities with someone other than Company. However, Employee understands and agrees that Employee’s employment by Company, Employee’s privileged position within Company, and Employee’s access to Confidential Information and Trade Secrets of Company and Company Intellectual Property makes such restrictions both necessary and reasonable. Employee acknowledges and agrees that the restrictions hereby imposed constitute reasonable protections of the legitimate business interests of Company and that they will not unduly restrict Employee’s opportunity to earn a reasonable living following the termination of Employee’s employment.

Reasonable Best Efforts. Each Buyer shall use its reasonable best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section 6 of this Agreement. The Company shall use its reasonable best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section 7 of this Agreement.

Reasonable Best Efforts. Subject to the terms and conditions herein provided, the parties agree to use their reasonable best efforts in good faith 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 during the first calendar quarter of ​ or as soon thereafter as practicable. In the event that a party determines that a condition to obligation to complete the Merger cannot be fulfilled and that it will not waive that condition, it will immediately so notify the other party.

Taking of Necessary Action. Prior to the Effective Time, the parties hereto shall do or cause to be done all such acts and things as may be necessary or appropriate in order to effectuate the Share Exchange and the Merger as expeditiously as reasonably practicable, in accordance with this Agreement.