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 Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:

Seller is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.

Securities Act Representations. The Holder understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law. The Holder acknowledges it is contemplating selling certain of the Series A Preferred Stock immediately subsequent to the execution of this Agreement but that such transfer shall be accomplished in full compliance with the provisions of the Securities Act.

Securities Law Representations. Seller is entering into this Agreement in good faith and not as part of a plan or scheme to violate or otherwise evade the provisions of any federal, state or foreign securities law or regulation. Seller has not entered into or altered a corresponding or hedging transactions with respect to any of the Seller Stock or other securities of the Company.

Securities Principles. Notwithstanding anything herein or the other Loan Documents to the contrary, with respect to all Loan Documents, # a Foreign Person shall not directly or indirectly make any guarantee or pledge any assets to support an Obligation of a US Person and # payments by Foreign Persons under the Loan Documents (including pursuant to [[Sections 2.05, 2.11, 2.18, 10.03 and 10.08]8]8]8]8]]8]8]8]8] hereunder) shall satisfy the Obligations only of Foreign Persons and shall be limited to the aggregate Obligations of Foreign Persons, and shall not satisfy any Obligations of US Persons.

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.

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 ​ (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.

Securities Laws. Upon the acquisition of any Shares pursuant to the RSUs, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

Restricted Securities. The Shares are "restricted securities" under Rule 144 of the Securities Act of 1933, as amended, and cannot be transferred, sold, assigned, otherwise disposed, pledged, or encumbered without registration under that act and applicable state securities act or an exemption from registration under those laws.