Execution
Version


 





LOCK-UP
AGREEMENT


 


THIS
LOCK-UP AGREEMENT, as may be amended, supplemented or modified from time to time in accordance with the terms hereof, is made
as of December 3, 2018 (this “Agreement”) by and between Non-Invasive Monitoring Systems, Inc., a Florida corporation
(the “Company”), and the undersigned investor (the “Investor”). Capitalized terms used but
not otherwise defined herein shall have the respective meanings ascribed to such terms in the Exchange Agreement (as defined below).


 


WHEREAS,
the Company, IRA Financial Trust Company, a South Dakota trust corporation (“IRA Trust”), IRA Financial Group
LLC, a Florida limited liability company (“IRAFG” and, together with IRA Trust, “IRA Financial”),
Adam Bergman (the “Majority Equityholder”) and Fred Horner (the “Minority Equityholder”
and, together with the Majority Equityholder, the “Equityholders”), are entering into or have entered into
an Equity Exchange Agreement (the “Exchange Agreement”) pursuant to which NIMS shall acquire all of the issued
and outstanding equity of IRA Financial in exchange for the issuance by NIMS to the Equityholders of the Exchange Shares (the
“Exchange”);


 


WHEREAS,
certain Persons will be acquiring shares of capital stock of the Company (“Company Capital Stock”) pursuant
to the Debt Exchange, the Preferred Stock Conversion, the Equity Financing and the Exchange, with the consummation of such acquisitions
to occur immediately prior to or contemporaneously with the closing of the Exchange (collectively, the “Transactions”);
and


 


WHEREAS,
as a condition and inducement to IRA Financial and the Equityholders entering into the Exchange Agreement, the Investor agrees
to be bound by the covenants contained in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


		1.	Definitions
                                         and Interpretation. 



 


(a) Certain
Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have
the meanings indicated:


 


“Affiliate”
means any Person who is an “affiliate” as defined in Rule 12b-2 promulgated under the Exchange Act.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Board
of Directors” means the Board of Directors of the Company.


 


“Business
Day” means a day other than a Saturday, Sunday or other day on which banks located in New York, New York are authorized
or required by law to close.


 


“Consummation
Date” means the date on which the closing of the applicable Transaction shall have occurred.


 


“Covered
Securities” means, with respect to any Holder, any of the following: (i) any and all shares of Company Capital Stock
which are owned by such Holder as of the Consummation Date (the amount of which shall be set forth on Schedule A
attached hereto), (ii) any shares of Company Capital Stock issuable upon exercise, conversion or exchange of any securities of
the Company which are owned by such Holder as of the Consummation Date, (iii) any securities of the Company issued in respect
of the shares of Company Capital Stock issued or issuable to any of the Holders by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and any
shares of Company Capital Stock issuable upon conversion, exercise or exchange thereof, in each case to the extent relating to
any securities of the Company which were owned by such Holder as of the Consummation Date, and (iv) any other securities of the
Company issued or issuable to any Holder that are convertible into or exercisable or exchangeable for Company Capital Stock, whether
at the option of the Holder or otherwise, in each case to the extent relating to any securities of the Company which were owned
by such Holder as of the Consummation Date.


 




    	 



    	 



    


 


“Exchange”
has the meaning set forth in the Recitals.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Exchange
Agreement” has the meaning set forth in the Recitals.


 


“Holder”
means the Investor and any Permitted Transferee thereof to whom Covered Securities are transferred in accordance with Section
2(c).


 


“Investor”
has the meaning set forth in the Preamble.


 


“Lock-up
Period,” means each of (i) the period commencing on the Consummation Date to and including the date that is six (6)
months following the Consummation Date (the “First Lock-up Period”); (ii) the period commencing on the Consummation
Date to and including the date that is twelve (12) months following the Consummation Date (the “Second Lock-up Period”);
and (iii) the period commencing on the Consummation Date to and including the date that is twenty-four (24) months following the
Consummation Date (the “Third Lock-up Period”).


 


“Permitted
Transfer” has the meaning set forth in Section 2.


 


“Permitted
Transferee” means, (i) with respect to any Holder who is an individual, (x) a member of such Holder’s immediate
family (which means any relationship by blood, marriage or adoption, not more remote than first cousin) or a trust, corporation,
partnership or limited liability company for the benefit of such individual or an immediate family member, all of the beneficial
interests of which shall be held by such Holder or one or more members of such Holder’s immediate family, and (y) such Holder’s
heirs, successors, administrators and executor and any beneficiary pursuant to will, other testamentary document or applicable
laws of descent, (ii) with respect to any Holder that is an entity, any Affiliate of such entity (including any investment fund
or other entity controlled or managed by such Holder) and such Holder’s partners, limited partners, members, shareholders
and other equity holders, (iii) with respect to any Holder that is a trust, to a trustee or beneficiary of the trust, (iv) a recipient
of a bona fide gift or gifts of Covered Securities and (v) any other Person to whom Covered Securities are transferred other than
through a sale on a stock exchange or other public trading market or quotation system through which shares of Company Capital
Stock are traded or quoted.


 


“Person”
means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind, and
shall include any successor (by merger or otherwise) of such entity.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Transfer”
means, with respect to any security, the sale, pledge, sale of any option or contract to purchase, purchase of any option or contract
to sell, grant of any option, right or warrant to purchase, share lending arrangement or other transfer or disposition (or any
transaction or device that is designed to or could be expected to result in the transfer or the disposition by any Person at any
time in the future), whether directly or indirectly, of such security, and shall include the entering into of any swap, hedge
or other derivatives transaction or other transaction that transfers to another, in whole or in part, any rights, economic benefits
or consequences, or risks of ownership, including by way of settlement by delivery of such security or other securities in cash
or otherwise.


 






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(b) Interpretation.
Unless otherwise noted:


 


(i)
All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to such laws, rules, regulations
and forms, as amended from time to time or, to the extent replaced, the comparable successor thereto in effect at the time. 


 



(ii)
All references to agencies, self-regulatory organizations or governmental entities in this Agreement shall be deemed to be references
to the comparable successor thereto. 


 



(iii)
All references to agreements and other contractual instruments shall be deemed to be references to such agreements or other instruments
as they may be amended from time to time. 



 


Whenever
the words “include,” “includes,” or “including” are used in this Agreement, they shall be
deemed to be followed by the words “without limitation.”


 


		2.	Transfers.
                                         During the applicable Lock-up Period, Transfers of Covered Securities shall not be permitted
                                         except in accordance with this Section 2 and as set forth in Section 3:






(a) Each Holder agrees not to Transfer any portion of its Covered Securities during the First
Lock-up Period.


 


(b) Each Holder agrees that it may Transfer (i) no more than fifty percent (50%) in the aggregate
of the amount of all the Covered Securities held by such Holder as of the Consummation Date, from the period beginning on the
first calendar day following the end of the First Lock-up Period until the last calendar day of the Second Lock-up Period; and
(ii) no more than seventy-five percent (75%) in the aggregate of the amount of all the Covered Securities held by such Holder
as of the Consummation Date (inclusive of any Covered Securities transferred in any prior Lock-up Period), from the period beginning
on the first calendar day following the end of the Second Lock-up Period until the last calendar day of the Third Lock-up Period.
The transfer restrictions set forth in this Agreement shall cease to apply commencing on the first calendar day immediately following
the last day of the Third Lock-up Period.


 


(c)
With respect to any Holder, the limitation on Transfers contained in Sections 2(a) and 2(b) shall not apply to
(i) Transfers to Permitted Transferees of such Holder, (ii) Transfers to the Company, and (iii) Transfers by a Holder and its
Affiliates to any other Holder and its Affiliates; provided, however, that any such transferee that is not a
Holder shall, as a condition to such transfer, execute and deliver to the Company a joinder agreement in form and substance
attached as Exhibit A hereto, to evidence its agreement to be bound by, and to comply with, this Agreement as a
Holder (each such Transfer described in clauses (i)-(iii) of this Section 2(c), subject to compliance with Section
3, a “Permitted Transfer”) and, provided further, that Transfers by a Holder and each Permitted
Transferee thereof shall be aggregated for purposes of determining the amount of Covered Securities that may be Transferred
pursuant to Sections 2(a) and (b).


 


(d)
In addition, no provision herein shall be deemed to restrict or prohibit the exercise or exchange
by any Holder of any option or warrant to acquire Covered Securities, or any other security exchangeable or exercisable for, or
convertible into, Covered Securities; provided that such Holder does not transfer the Covered Securities acquired on such
exercise or exchange during any Lock-Up Period, unless otherwise permitted pursuant to the terms of this Agreement. 


 






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(e) Notwithstanding any other provisions of this Section 2, any Holder shall be permitted
to make Transfers, sales, tenders or other dispositions of Covered Securities pursuant to a tender offer for securities of the
Company or any other transaction, including, without limitation, a merger, consolidation or other business combination, involving
a change of control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant
to which such Holder may agree to Transfer, sell, tender or otherwise dispose of Covered Securities in connection with any such
transaction, or vote any Covered Securities in favor of any such transaction in accordance with Section 5 or otherwise),
provided that all Covered Securities subject to this Agreement that are not so Transferred, sold, tendered or otherwise disposed
of remain subject to this Agreement; and provided further that it shall be a condition of transfer, sale, tender or other
disposition that if such tender offer or other transaction is not completed, any Covered Securities subject to this Agreement
shall remain subject to the restrictions herein. 




 





		

                                                                                3.
	No
                                         Effect of Transfers in Violation of this Agreement. No Transfer of any Covered
                                         Securities in violation of any provision of this Agreement will be effective to pass
                                         any title to, or create any interest in favor of, any Person. Any Holder who intentionally
                                         and knowingly attempts to so effect a Transfer in violation of this Agreement will be
                                         deemed to have committed a material breach of its obligations to the other Holders and
                                         to the Company hereunder.


 














		4.	Restrictive
                                         Legend; Stop Transfer Instruction.



 


(a)
Certificates representing the Covered Securities issued on or after the Consummation Date must bear the following
legend:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT AMONG THE OWNER OF SUCH SECURITIES OF IRA FINANCIAL,
INC. AND CERTAIN OTHER PARTIES THERETO THAT MATERIALLY RESTRICTS THE TRANSFERABILITY OF THE SECURITIES. BY ACCEPTING ANY INTEREST
IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF
SAID AGREEMENT. A COPY OF THE AGREEMENT IS ON FILE WITH THE SECRETARY OF IRA FINANCIAL, INC.”


 


(b)
In order to ensure compliance with the provisions contained herein, each Holder agrees that the Company may issue appropriate
“stop transfer” certificates or instructions with the Company’s transfer agent and registrar against the
transfer of a Holder’s Covered Securities (irrespective of the date of issuance of such Covered Securities), or
otherwise make adequate provision to restrict the transferability of the Covered Securities, in the event of a transfer other
than in compliance with the provisions of this Agreement and that it may make appropriate notations to the same effect in its
records.


 


		5.	Voting
                                         Agreement. During the First Lock-up Period, each Holder agrees to vote at any
                                         regular or special meeting of shareholders (or by written consent) all Covered Securities
                                         held by such Holder in such manner as may be necessary to approve the following actions,
                                         if such actions are submitted for a shareholder vote by the Board of Directors of the
                                         Company:



 


(a) amending the Company’s Articles of Incorporation, as currently amended, to change
the legal name of the Company to IRA Financial, Inc. or such other name as shall be acceptable to the Majority Equityholder and
provide that the holders of not less than 50% of NIMS’ voting power shall be entitled to call a special meeting of shareholders
unless the bylaws establish a lower percentage requirement; 


 



(b) voting in favor of and/or executing written consents approving the Common Stock Charter Amendment;
and 


 






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(c) any other action requested by the Board of Directors as may be required to consummate the Exchange
and the other transactions set forth in the Exchange Agreement. 



 


The
voting of shares of Covered Securities may be effected in person, by proxy, by written consent or in any other manner permitted
by applicable law.


 


		6.	Proxy
                                         Appointment. To secure each Holder’s obligations to vote his, her or its
                                         shares of Covered Securities in accordance with this Agreement, (a) each Holder hereby
                                         appoints the Chairman of the Board of Directors and the Chief Executive Officer of the
                                         Company, or either of them from time to time, or their respective designees, as such
                                         Holder’s true and lawful proxy and attorney, with the power to act alone and with
                                         full power of substitution, to vote all of such Holder’s Covered Securities in
                                         favor of the matters set forth in Section 5 and to execute all appropriate instruments
                                         consistent with this Agreement with respect to such voting on behalf of such Holder if,
                                         and only if, such Holder fails to vote all of such Holder’s Covered Securities
                                         or execute such other instruments in accordance with the provisions of Section 5
                                         within five (5) days of the Company’s written request for such Holder’s written
                                         consent or signature. The proxy and power granted by each Holder pursuant to this Section
                                         are coupled with an interest and are given to secure the performance of such Holder’s
                                         obligations under Section 5. Each such proxy and power will be irrevocable during
                                         the First Lock-up Period. The proxy and power, so long as any Holder is an individual,
                                         will survive the death, incompetency and disability of such Holder and, so long as any
                                         Holder is an entity, will survive the merger or reorganization of such Holder.



 


		7.	Successors
                                         and Assigns; Third Party Beneficiaries. The undersigned understands that the
                                         Company and the other parties hereto are relying upon this Agreement in proceeding toward
                                         consummation of the Transactions. The undersigned further understands that this Agreement
                                         is irrevocable and shall inure to the benefit of and be binding upon the successors and
                                         permitted assigns of the parties hereto as provided herein. No Person other than the
                                         parties hereto and their successors and permitted assigns is intended to be a beneficiary
                                         of this Agreement. This Agreement shall not be assigned by the Company except as provided
                                         herein. The Company shall cause any successor or assign (whether by merger, consolidation,
                                         sale of assets, recapitalization, reorganization or otherwise) to assume this Agreement
                                         as a condition to any such transaction.



 


		8.	Termination.
                                         This Agreement shall automatically terminate and be of no further force or effect upon
                                         the earlier to occur of (i) the termination of the Exchange Agreement, (ii) the first
                                         day following the expiration of the Third Lock-up Period and (iii) a Change of Control
                                         of the Company; except that Section 3 and Sections 8 through 22
                                         shall survive termination of this Agreement under this Section 8. For purposes
                                         of this Section 8, “Change of Control” means either (i) the
                                         acquisition of the Company by another Person by means of any transaction or series of
                                         related transactions to which the Company is a party (including, without limitation,
                                         any stock acquisition, reorganization, merger or consolidation, but excluding any such
                                         transaction if the primary purpose of such transaction is to change the Company’s
                                         domicile, and excluding any equity financing the primary purpose of which is to raise
                                         operating capital for the Company) that results in a transfer of at least 50% of the
                                         total voting power represented by the Company’s voting securities before such acquisition;
                                         or (ii) a sale, lease, or other conveyance of all or substantially all of the Company’s
                                         assets.



 


		9.	Remedies.
                                         The Holders and the Company, in addition to being entitled to exercise all rights granted
                                         by law, shall be entitled to specific performance of their respective rights under this
                                         Agreement. The Company and the Holders agree that monetary damages would not be adequate
                                         compensation for any loss incurred by reason of breach of the provisions of this Agreement
                                         and hereby agree to waive in any action for specific performance the defense that a remedy
                                         at law would be adequate or that there is need for a bond.



 



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                                                                                10.
	Notices.
                                         All notices, demands and other communications provide for or permitted hereunder shall
                                         be made in writing and shall be made by registered or certified first-class mail, return
                                         receipt requested, telecopy, electronic transmission, courier service or personal delivery:



 


	 	(i)	If
    to the Company: 


 


		1691
    Michigan Ave
		Suite
    415
		Miami
Beach, FL 33139

                                                                         Telecopy
No.: 305-789-7556

                                                                         Attn: Adam Bergman

		Email:abergman@irafinancial.com




 


With
a copy to:


 


Holland
& Knight LLP


701
Brickell Ave, Suite 3300


Telecopy:
305-789-7556


Attention:
Ira Rosner


Email:
ira.rosner@hklaw.com


 


	 	(ii)	If
    to the Investor, at the address set forth on the signature page hereto; 


 


	 	(iii)	If
    to any Holder, as set forth in the applicable joinder agreement. 


 


All
such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered;
when delivered by courier, if delivered by commercial courier service; five Business Days after being deposited in the mail, postage
prepaid, if mailed; and when receipt is acknowledged, if telecopied or electronically transmitted. Any party to be given notice
in accordance with this section may designate another address or Peron for receipt of notices hereunder.


 


		11.	Headings.
                                         The headings in this Agreement are for convenience of reference only and shall not limit
                                         or otherwise affect the meaning hereof.



 


		12.	Governing
                                         Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed
                                         in accordance with, the laws of the State of Florida, regardless of the laws that might
                                         otherwise govern under applicable principles of conflict of laws. Each of the parties
                                         (i) irrevocably submits itself to the personal jurisdiction of each state or federal
                                         court sitting in the State of Florida, as well as to the jurisdiction of all courts to
                                         which an appeal may be taken from such courts, in any suit, action or proceeding arising
                                         out of or relating to this Agreement or any of the transactions contemplated herein,
                                         (ii) agrees that every such suit, action or proceeding shall be brought, heard and determined
                                         exclusively in the federal or state courts located in Miami-Dade County, Florida (provided
                                         that, in the event subject matter jurisdiction is unavailable in Miami-Dade County, Florida,
                                         then all such claims shall be brought, heard and determined exclusively in any other
                                         state or federal court sitting in the State of Florida), (iii) agrees that it shall not
                                         attempt to deny or defeat such personal jurisdiction by motion or other request for leave
                                         from such court, (iv) agrees not to bring any suit, action or proceeding arising out
                                         of or relating to this Agreement or any of the transactions contemplated herein in any
                                         other court, and (v) waives any defense of inconvenient forum to the maintenance of any
                                         suit, action or proceeding so brought.



 


		13.	WAIVER
                                         OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY WAIVES,
                                         TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, ANY RIGHT IT MAY HAVE
                                         TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING
                                         TO THIS AGREEMENT.



 




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		14.	Severability.
                                         If any term or other provision of this Agreement is invalid, illegal or incapable of
                                         being enforced by any rule of law or public policy, all other conditions and provisions
                                         of this Agreement shall nevertheless remain in full force and effect. Upon such determination
                                         that any term or other provision is invalid, illegal or incapable of being enforced,
                                         the parties hereto shall negotiate in good faith to modify this Agreement so as to effect
                                         the original intent of the parties as closely as possible to the fullest extent permitted
                                         by applicable law in an acceptable manner to the end that the transactions contemplated
                                         hereby are fulfilled to the extent possible.



 


		15.	Rules
                                         of Construction. Unless the context otherwise requires, references to sections
                                         or subsections refer to sections or subsections of this Agreement. Terms defined in the
                                         singular have a comparable meaning when used in the plural, and vice versa.



 


		16.	Interpretation.
                                         The parties hereto acknowledge and agree that (i) each party hereto and its counsel reviewed
                                         and negotiated the terms and provisions of this Agreement and have contributed to its
                                         preparation, (ii) the rule of construction to the effect that any ambiguities are resolved
                                         against the drafting party shall not be employed in the interpretation of this Agreement
                                         and (iii) the terms and provisions of this Agreement shall be construed fairly as to
                                         all parties hereto, regardless of which party was generally responsible for the preparation
                                         of this Agreement.



 


		17.	Entire
                                         Agreement. This Agreement is intended by the parties as a final expression of
                                         their agreement and intended to be a complete and exclusive statement of the agreement
                                         and understanding of the parties hereto with respect to the subject matter contained
                                         herein. There are no restrictions, promises, representations, warranties or undertakings
                                         with respect to the subject matter contained herein, other than those set forth or referred
                                         to herein. This Agreement supersedes all prior agreements and understandings among the
                                         parties with respect to such subject matter.



 


		18.	Further
                                         Assurances. Each of the parties shall execute such documents and perform such
                                         further acts as may be reasonably required or desirable to carry out or to perform the
                                         provisions of this Agreement.



 


		19.	Other
                                         Agreements. Nothing contained in this Agreement shall be deemed to be a waiver
                                         of, or release from, any obligations any party hereto may have under, or any restrictions
                                         on the transfer of securities of the Company imposed by any other agreement.



 


		20.	Counterparts;
                                         Facsimile Signatures. This Agreement may be executed in any number of counterparts
                                         and by the parties hereto in separate counterparts, each of which when so executed shall
                                         be deemed to be an original and all of which taken together shall constitute one and
                                         the same agreement. Facsimile or other electronically scanned and transmitted signatures,
                                         including by .pdf or email attachment, shall be deemed originals for all purposes of
                                         this Agreement.



 


		21.	Not
                                         a Voting Trust. This Agreement is not a voting trust governed by Section
                                         607.0730 of the Florida Business Corporation Act and should not be interpreted as such.



 


		22.	Amendments
                                         and Waivers. The terms of this Agreement may be amended and the observance of
                                         any term hereof may be waived only by unanimous written consent of the Company and the
                                         Holders.



 


		23.	Stock
                                         Splits, Stock Dividends & Other Issuances. In the event of any issuance of
                                         Company Capital Stock hereafter to any Holder (including, without limitation, in connection
                                         with any stock split, stock dividend, recapitalization, reorganization or the like) such
                                         shares shall become subject to this Agreement and shall be endorsed with the legend set
                                         forth in Section 4.



 


[Remainder
of page intentionally left blank.]


 




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IN
WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement on the date first written above.


 


	 	NON-INVASIVE
    MONITORING SYSTEMS, INC.
	 	 	              
	 	By:	
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[INVESTOR]
	 	 	 
	 	By:	    
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address	    
	 	 	    
	 	 	    
	 	Fax:	    
	 	Email:	    


 


[Signature Page to Lock-Up Agreement]


 



    	 	 	 



    	 



    







 


EXHIBIT
A 


 


Form
of Joinder Agreement 


 


ACKNOWLEDGMENT
AND AGREEMENT


 


Joinder
to Lock-Up Agreement


 


WHEREAS,
the undersigned (the “Transferee”) wishes to receive, from ____________________ (the “Transferor”),
___________ shares, par value $0.01 per share, of capital stock (the “Capital Stock”), of __________________,
a Florida corporation (the “Company”);


 


WHEREAS,
the Capital Stock is subject to that certain Lock-Up Agreement, dated as of _____________, 201_ and as further amended from time
to time (the “Agreement”), by and among the Company and the investor named therein. Capitalized terms used
herein and not otherwise defined are given the respective meanings assigned to such terms in the Agreement;


 


WHEREAS,
the Transferee has received a copy of the Agreement and has been afforded ample opportunity to read it, and the Transferee is
thoroughly familiar with its terms; and


 


WHEREAS,
pursuant to the terms of the Agreement, the Transferor may not Transfer all or any portion of the Transferor’s Capital Stock
unless in compliance with the Agreement, including, without limitation, Section 2 and Section 3 thereof. This Acknowledgment
and Agreement constitutes a joinder agreement as contemplated by Section 2(c) of the Agreement.


 


NOW,
THEREFORE, in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, and to induce the Transferor to transfer such Capital Stock to the Transferee
and the Company to permit such transfer, the Transferee does hereby acknowledge and agree that (i) the Transferee has been given
a copy of the Agreement and ample opportunity to read it, and is thoroughly familiar with its terms, (ii) the Capital Stock are
subject to the terms and conditions set forth in the Agreement and (iii) the Transferee shall become a party to the Agreement
and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original
party thereto.


 


Signed
this _____________ day of ________ , 20 ___,


 





	 	 
	 	Transferee:
	 	 	        
	 	By:	 
	 	Name:	 
	 	Title:	 




 






    	 	 	 



    	 



    




 


SCHEDULE
A


 


[_____________
shares of Company Capital Stock]1


 





 



1
NTD: To be completed as of the Consummation Date